Security Agreement






This
Security Agreement (this “Agreement”), dated as of May 27, 2015, is executed by Rich Pharmaceuticals,
Inc., a Nevada corporation (“Debtor”), in favor of Typenex Co-Investment, LLC, a Utah limited liability company
(“Secured Party”).


A.Debtor has
issued to Secured Party a certain Secured Convertible Promissory Note of even date herewith, as may be amended from time to time,
in the original face amount of $362,500.00 (the “Note”).


B.In order to
induce Secured Party to extend the credit evidenced by the Note, Debtor has agreed to enter into this Agreement and to grant Secured
Party a security interest in the Collateral (as defined below).


NOW, THEREFORE,
in consideration of the above recitals and for other good and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, Debtor hereby agrees with Secured Party as follows:


1.                  
Definitions and Interpretation. When used in this Agreement, the following terms have
the following respective meanings:


“Collateral”
has the meaning given to that term in Section 2 hereof.


“Lien”
shall mean, with respect to any property, any security interest, mortgage, pledge, lien, claim, charge or other encumbrance in,
of, or on such property or the income therefrom, including, without limitation, the interest of a vendor or lessor under a conditional
sale agreement, capital lease or other title retention agreement, or any agreement to provide any of the foregoing, and the filing
of any financing statement or similar instrument under the UCC or comparable law of any jurisdiction.


“Obligations”
means (a) all loans, advances, future advances, debts, liabilities and obligations, howsoever arising, owed by Debtor to Secured
Party or any affiliate of Secured Party of every kind and description, now existing or hereafter arising, whether created by the
Note, this Agreement, that certain Securities Purchase Agreement of even date herewith, entered into by and between Debtor and
Secured Party (the “Purchase Agreement”), any other Transaction Documents (as defined in the Purchase Agreement),
any modification or amendment to any of the foregoing, guaranty of payment or other contract or by a quasi-contract, tort, statute
or other operation of law, whether incurred or owed directly to Secured Party or as an affiliate of Secured Party or acquired by
Secured Party or an affiliate of Secured Party by purchase, pledge or otherwise, (b) all costs and expenses, including attorneys’
fees, incurred by Secured Party or any affiliate of Secured Party in connection with the Note or in connection with the collection
or enforcement of any portion of the indebtedness, liabilities or obligations described in the foregoing clause (a), (c) the payment
of all other sums, with interest thereon, advanced in accordance herewith to protect the security of this Agreement, and (d) the
performance of the covenants and agreements of Debtor contained in this Agreement and all other Transaction Documents.


“Permitted
Liens” means (a) Liens for taxes not yet delinquent or Liens for taxes being contested in good faith and by appropriate
proceedings for which adequate reserves have been established, and (b) Liens in favor of Secured Party under this Agreement or
arising under the other Transaction Documents.


“UCC”
means the Uniform Commercial Code as in effect in the state whose laws would govern the security interest in, including without
limitation the perfection thereof, and foreclosure of the applicable Collateral.


Unless otherwise defined
herein, all terms defined in the UCC have the respective meanings given to those terms in the UCC.


2.                  
Grant of Security Interest. As security for the Obligations, Debtor hereby pledges
to Secured Party and grants to Secured Party a security interest in all right, title, interest, claims and demands of Debtor in
and to the property described in Schedule A hereto, and all replacements, proceeds, products, and accessions thereof (collectively,
the “Collateral”).




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3.                  
Authorization to File Financing Statements. Debtor hereby irrevocably authorizes Secured
Party at any time and from time to time to file in any filing office in any Uniform Commercial Code jurisdiction or other jurisdiction
of Debtor or its subsidiaries (including without limitation Nevada and California) any financing statements or documents having
a similar effect and amendments thereto that provide any other information required by the Uniform Commercial Code (or similar
law of any non-United States jurisdiction, if applicable) of such state or jurisdiction for the sufficiency or filing office acceptance
of any financing statement or amendment, including whether Debtor is an organization, the type of organization and any organization
identification number issued to Debtor. Debtor agrees to furnish any such information to Secured Party promptly upon Secured Party’s
request.


4.                  
General Representations and Warranties. Debtor represents and warrants to Secured Party
that (a) Debtor is the owner of the Collateral and that no other person has any right, title, claim or interest (by way of Lien
or otherwise) in, against or to the Collateral, other than Permitted Liens, and (b) upon the filing of UCC-1 financing statements
with the Nevada Secretary of State, Secured Party shall have a perfected first-position security interest in the Collateral to
the extent that a security interest in the Collateral can be perfected by such filing, except for Permitted Liens.


5.                  
Additional Covenants. Debtor hereby agrees:


5.1.             
to perform all acts that may be necessary to maintain, preserve, protect and perfect in the
Collateral, the Lien granted to Secured Party therein, and the perfection and priority of such Lien, except for Permitted Liens;


5.2.             
to procure, execute (including endorse, as applicable), and deliver from time to time any
endorsements, assignments, financing statements, certificates of title, and all other instruments, documents and/or writings reasonably
deemed necessary or appropriate by Secured Party to perfect, maintain and protect Secured Party’s Lien hereunder and the
priority thereof;


5.3.             
to provide at least fifteen (15) days prior written notice to Secured Party of any of the
following events: (a) any changes or alterations of Debtor’s name, (b) any changes with respect to Debtor’s address
or principal place of business, or (c) the formation of any subsidiaries of Debtor;


5.4.             
upon the occurrence of an Event of Default (as defined in the Note) under the Note and, thereafter,
at Secured Party’s request, to endorse (up to the outstanding amount under such promissory notes at the time of Secured Party’s
request), assign and deliver any promissory notes included in the Collateral to Secured Party, accompanied by such instruments
of transfer or assignment duly executed in blank as Secured Party may from time to time specify;


5.5.             
to the extent the Collateral is not delivered to Secured Party pursuant to this Agreement,
to keep the Collateral at the principal office of Debtor (unless otherwise agreed to by Secured Party in writing), and not to relocate
the Collateral to any other locations without the prior written consent of Secured Party; 


5.6.             
not to sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral
or any interest therein (other than inventory in the ordinary course of business); and 


5.7.             
not to, directly or indirectly, allow, grant or suffer to exist any Lien upon any of the Collateral,
other than Permitted Liens.


6.                  
Authorized Action by Secured Party. Debtor hereby irrevocably appoints Secured Party
as its attorney-in-fact (which appointment is coupled with an interest) and agrees that Secured Party may perform (but Secured
Party shall not be obligated to and shall incur no liability to Debtor or any third party for failure so to do) any act which Debtor
is obligated by this Agreement to perform, and to exercise such rights and powers as Debtor might exercise with respect to the
Collateral, including the right to (a) collect by legal proceedings or otherwise and endorse, receive and receipt for all dividends,
interest, payments, proceeds and other sums and property now or hereafter payable on or on account of the Collateral; (b) enter
into any extension, reorganization, deposit, merger, consolidation or other agreement pertaining to, or deposit, surrender, accept,
hold or apply other property in




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exchange for the Collateral; (c) make
any compromise or settlement, and take any action Secured Party deems advisable, with respect to the Collateral; (d) file a copy
of this Agreement with any governmental agency, body or authority, at the sole cost and expense of Debtor; (e) insure, process
and preserve the Collateral; (f) pay any indebtedness of Debtor relating to the Collateral; (g) execute and file UCC financing
statements and other documents, certificates, instruments and agreements with respect to the Collateral or as otherwise required
or permitted hereunder; and (h) take any and all appropriate action and execute any and all documents and instruments that may
be necessary or useful to accomplish the purposes of this Agreement; provided, however, that Secured Party shall not exercise
any such powers granted pursuant to clauses (a) through (c) above prior to the occurrence of an Event of Default and shall only
exercise such powers during the continuance of an Event of Default. The powers conferred on Secured Party under this Section 6
are solely to protect its interests in the Collateral and shall not impose any duty upon it to exercise any such powers. Secured
Party shall be accountable only for the amounts that it actually receives as a result of the exercise of such powers, and neither
Secured Party nor any of its stockholders, directors, officers, managers, employees or agents shall be responsible to Debtor for
any act or failure to act, except with respect to Secured Party’s own gross negligence or willful misconduct. Nothing in
this Section 6 shall be deemed an authorization for Debtor to take any action that it is otherwise expressly prohibited from undertaking
by way of other provision of this Agreement.


7.                  
Default and Remedies.


7.1.             
Default. Debtor shall be deemed in default under this Agreement upon the occurrence
of an Event of Default (as defined in the Note).


7.2.             
Remedies. Upon the occurrence of any such Event of Default, Secured Party shall have
the rights of a secured creditor under the UCC, all rights granted by this Agreement and by law, including, without limiting the
foregoing, (a) the right to require Debtor to assemble the Collateral and make it available to Secured Party at a place to be designated
by Secured Party, and (b) the right to take possession of the Collateral, and for that purpose Secured Party may enter upon premises
on which the Collateral may be situated and remove the Collateral therefrom. Debtor hereby agrees that fifteen (15) days’
notice of a public sale of any Collateral or notice of the date after which a private sale of any Collateral may take place is
reasonable. In addition, Debtor waives any and all rights that it may have to a judicial hearing in advance of the enforcement
of any of Secured Party’s rights and remedies hereunder, including, without limitation, Secured Party’s right following
an Event of Default to take immediate possession of Collateral and to exercise Secured Party’s rights and remedies with respect
thereto. Secured Party may also have a receiver appointed to take charge of all or any portion of the Collateral and to exercise
all rights of Secured Party under this Agreement. Secured Party may exercise any of its rights under this Section 7.2 without demand
or notice of any kind. The remedies in this Agreement, including without limitation this Section 7.2, are in addition to, not in
limitation of, any other right, power, privilege, or remedy, either in law, in equity, or otherwise, to which Secured Party may
be entitled. No failure or delay on the part of Secured party in exercising any right, power, or remedy will operate as a waiver
thereof, nor will any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any
other right hereunder. All of Secured Party’s rights and remedies, whether evidenced by this Agreement or by any other agreement,
instrument or document shall be cumulative and may be exercised singularly or concurrently. 


7.3.             
Standards for Exercising Rights and Remedies. To the extent that applicable law imposes
duties on Secured Party to exercise remedies in a commercially reasonable manner, Debtor acknowledges and agrees that it is not
commercially unreasonable for Secured Party (a) to fail to incur expenses reasonably deemed significant by Secured Party to prepare
Collateral for disposition, (b) to fail to obtain third party consents for access to Collateral to be disposed of, or to obtain
or, if not required by other law, to fail to obtain governmental or third party consents for the collection or disposition of Collateral
to be collected or disposed of, (c) to fail to exercise collection remedies against account debtors or other persons obligated
on Collateral or to fail to remove liens or encumbrances on or any adverse claims against Collateral, (d) to exercise collection
remedies against account debtors and other persons obligated on Collateral directly or through the use of collection agencies and
other collection specialists, (e) to advertise dispositions of Collateral through publications or media of general circulation,
whether or not the Collateral is of a specialized nature, (f) to contact other persons, whether or not in the same business as
Debtor, for expressions of interest in acquiring all or any portion of the Collateral, (g) to hire one or more professional auctioneers
to assist in the disposition of Collateral, whether or not the Collateral is of a specialized nature, (h) to dispose of Collateral
by utilizing Internet sites that provide for the auction of assets of the




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types included in the Collateral or
that have the reasonable capability of doing so, or that match buyers and sellers of assets, (i) to dispose of assets in wholesale
rather than retail markets, (j) to disclaim disposition warranties, (k) to purchase insurance or credit enhancements to insure
Secured Party against risks of loss, collection or disposition of Collateral or to provide to Secured Party a guaranteed return
from the collection or disposition of Collateral, or (l) to the extent deemed appropriate by Secured Party, to obtain the services
of other brokers, investment bankers, consultants and other professionals to assist Secured Party in the collection or disposition
of any of the Collateral. Debtor acknowledges that the purpose of this Section is to provide non-exhaustive indications of what
actions or omissions by Secured Party would fulfill Secured Party’s duties under the UCC in Secured Party’s exercise
of remedies against the Collateral and that other actions or omissions by Secured Party shall not be deemed to fail to fulfill
such duties solely on account of not being indicated in this Section. Without limitation upon the foregoing, nothing contained
in this Section shall be construed to grant any rights to Debtor or to impose any duties on Secured Party that would not have been
granted or imposed by this Agreement or by applicable law in the absence of this Section.


7.4.             
Marshalling. Secured Party shall not be required to marshal any present or future Collateral
for, or other assurances of payment of, the Obligations or to resort to such Collateral or other assurances of payment in any particular
order, and all of its rights and remedies hereunder and in respect of such Collateral and other assurances of payment shall be
cumulative and in addition to all other rights and remedies, however existing or arising. To the extent that it lawfully may, Debtor
hereby agrees that it will not invoke any law relating to the marshalling of Collateral which might cause delay in or impede the
enforcement of Secured Party’s rights and remedies under this Agreement or under any other instrument creating or evidencing
any of the Obligations or under which any of the Obligations is outstanding or by which any of the Obligations is secured or payment
thereof is otherwise assured, and, to the extent that it lawfully may, Debtor hereby irrevocably waives the benefits of all such
laws.


7.5.             
Application of Collateral Proceeds. The proceeds and/or avails of the Collateral, or
any part thereof, and the proceeds and the avails of any remedy hereunder (as well as any other amounts of any kind held by Secured
Party at the time of, or received by Secured Party after, the occurrence of an Event of Default) shall be paid to and applied as
follows:


(a)                
First, to the payment of reasonable costs and expenses, including all amounts expended to
preserve the value of the Collateral, of foreclosure or suit, if any, and of such sale and the exercise of any other rights or
remedies, and of all proper fees, expenses, liability and advances, including reasonable legal expenses and attorneys’ fees,
incurred or made hereunder by Secured Party;


(b)                
Second, to the payment to Secured Party of the amount then owing or unpaid on the Note (to
be applied first to accrued interest and second to outstanding principal) and all amounts owed under any of the other Transaction
Documents; and


(c)                
Third, to the payment of the surplus, if any, to Debtor, its successors and assigns, or to
whosoever may be lawfully entitled to receive the same.


In the absence of
final payment and satisfaction in full of all of the Obligations, Debtor shall remain liable for any deficiency.


8.                  
Miscellaneous.


8.1.             
Notices. Any notice required or permitted hereunder shall be given in the manner provided
in the subsection titled “Notices” in the Purchase Agreement, the terms of which are incorporated herein by this reference.


8.2.             
Non-waiver. No failure or delay on Secured Party’s part in exercising any right
hereunder shall operate as a waiver thereof or of any other right nor shall any single or partial exercise of any such right preclude
any other further exercise thereof or of any other right.




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8.3.             
Amendments and Waivers. This Agreement may not be amended or modified, nor may any
of its terms be waived, except by written instruments signed by Debtor and Secured Party. Each waiver or consent under any provision
hereof shall be effective only in the specific instances for the purpose for which given.


8.4.             
Assignment. This Agreement shall be binding upon and inure to the benefit of Secured
Party and Debtor and their respective successors and assigns; provided, however, that Debtor may not sell, assign or delegate
rights and obligations hereunder without the prior written consent of Secured Party.


8.5.             
Cumulative Rights, etc. The rights, powers and remedies of Secured Party under this
Agreement shall be in addition to all rights, powers and remedies given to Secured Party by virtue of any applicable law, rule
or regulation of any governmental authority, or the Note, all of which rights, powers, and remedies shall be cumulative and may
be exercised successively or concurrently without impairing Secured Party’s rights hereunder. Debtor waives any right to
require Secured Party to proceed against any person or entity or to exhaust any Collateral or to pursue any remedy in Secured Party’s
power.


8.6.             
Partial Invalidity. If any part of this Agreement 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 and the balance of
this Agreement shall remain in full force and effect.


8.7.             
Expenses. Debtor shall pay on demand all reasonable fees and expenses, including reasonable
attorneys’ fees and expenses, incurred by Secured Party in connection with the custody, preservation or sale of, or other
realization on, any of the Collateral or the enforcement or attempt to enforce any of the Obligations which are not performed as
and when required by this Agreement.


8.8.             
Entire Agreement. This Agreement and the other Transaction Documents, taken together,
constitute and contain the entire agreement of Debtor and Secured Party with respect to this particular matter and supersede any
and all prior agreements, negotiations, correspondence, understandings and communications between the parties, whether written
or oral, respecting the subject matter hereof.


8.9.             
Governing Law. Except as otherwise specifically set forth herein, the parties expressly
agree that this Agreement shall be governed solely by the laws of the State of Utah, without giving effect to the principles thereof
regarding the conflict of laws; provided, however, that enforcement of Secured Party’s rights and remedies against
the Collateral as provided herein will be subject to the UCC.


8.10.          
Waiver of Jury Trial. EACH PARTY TO THIS AGREEMENT IRREVOCABLY WAIVES ANY AND ALL RIGHTS
IT 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 IT IS KNOWINGLY
AND VOLUNTARILY WAIVING ITS RIGHT TO DEMAND TRIAL BY JURY.


8.11.          
Purchase Agreement; Arbitration of Disputes. By executing this Agreement, each party
agrees to be bound by the 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) set forth as an exhibit to the Purchase
Agreement.


8.12.          
Counterparts. This Agreement may be executed in any number of counterparts, each of
which shall be an original and all of which together shall constitute one instrument. Any electronic copy of a party’s executed
counterpart will be deemed to be an executed original.


8.13.          
Termination of Security Interest. Upon the payment in full of all Obligations, the
security interest granted herein shall terminate and all rights to the Collateral shall revert to Debtor. Upon such termination,
Secured Party hereby authorizes Debtor to file any UCC termination statements necessary to effect such termination




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and Secured Party will execute and deliver
to Debtor any additional documents or instruments as Debtor shall reasonably request to evidence such termination.


8.14.          
Time of the Essence. Time is expressly made of the essence with respect to each and
every provision of this Agreement.


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


 




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IN WITNESS WHEREOF,
Secured Party and Debtor have caused this Agreement to be executed as of the day and year first above written.


SECURED PARTY:


 


Typenex
Co-Investment, LLC


 


By: Red Cliffs Investments, Inc., its
Manager


 





By:/s/ John Fife


John M. Fife, President


 


 


DEBTOR:


 


Rich
Pharmaceuticals, Inc.


 





By:/s/ Ben Chang, CEO


Name:  Ben Chang


Title: CEO


 




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SCHEDULE A


TO SECURITY AGREEMENT


 


Those certain Secured Investor Notes (comprised
of Secured Investor Note #1, Secured Investor Note #2, Secured Investor Note #3, Secured Investor Note #4, Secured Investor Note
#5, Secured Investor Note #6, and Secured Investor Note #7) issued by Secured Party in favor of Debtor on May 27, 2015, in the
initial principal amounts of $15,000.00, $50,000.00, $50,000.00, $50,000.00, $50,000.00, $50,000.00 and $50,000.00, respectively,
and any and all claims, rights and interests in any of the above and all substitutions for, additions and accessions to and proceeds
thereof.



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