THE
SECURITIES OFFERED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR
THE SECURITIES COMMISSION OF ANY STATE PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY SECTION 3(b) OF THE SECURITIES ACT
OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER (THE "1933 ACT)


 


US $78,750.00


 


WELL POWER,
INC.


8% CONVERTIBLE REDEEMABLE NOTE DUE NOVEMBER 18, 2015


BACK END
NOTE


 


FOR
VALUE RECEIVED, Well Power, Inc. (the "Company") promises to pay to the order of LG CAPITAL FUNDING, LLC and its authorized
successors and permitted assigns ("Holder"), the aggregate principal face amount of Seventy Eight Thousand Seven
Hundred Fifty dollars exactly (U.S. $78,750.00) on November 18, 2015 ("Maturity Date") and to pay interest on
the principal amount outstanding hereunder at the rate of 8% per annum commencing on November 18, 2014. The interest will be paid
to the Holder in whose name this Note is registered on the records of the Company regarding registration and transfers of this
Note. The principal of, and interest on, this Note are payable at 1218 Union Street, Suite #2, Brooklyn, NY 11225, initially, and
if changed, last appearing on the records of the Company as designated in writing by the Holder hereof from time to time. The Company
will pay each interest payment and the outstanding principal due upon this Note before or on the Maturity Date, less any amounts
required by law to be deducted or withheld, to the Holder of this Note by check or wire transfer addressed to such Holder at the
last address appearing on the records of the Company. The for warding of such check or wire transfer shall constitute a payment
of outstanding principal here under and shall satisfy and discharge the liability for principal on this Note to the extent of the
sum represented by such check or wire transfer. Interest shall be payable in Common Stock (as defined below) pursuant to paragraph
4(b) herein.


 


This
Note is subject to the following additional provisions:


 


1.                  
This Note is exchangeable for an equal aggregate principal amount
of Notes of different authorized denominations, as requested by the Holder surrendering the same. No service charge will be made
for such registration or transfer or exchange, except that Holder shall pay any tax or other governmental charges payable in connection
therewith


 


2.                  
The Company shall be entitled to withhold from all payments any amounts
required to be withheld under applicable laws.


 


3.                  
This Note may be transferred or exchanged only in compliance with
the Securities Act of 1933, as amended ("Act") and applicable state securities laws. Any attempted transfer to
a non-qualifying party shall be treated by the Company as void. Prior to due presentment for transfer of this Note, the Company
and any agent of the Company may treat the person in whose name this Note is duly registered on the Company's records as the owner
hereof for all other purposes, whether or not this Note be overdue, and neither the Company nor any such agent shall be affected
or bound by notice to the contrary. Any Holder of this Note electing to exercise the right of conversion set forth in Section 4(a)
hereof, in addition to the requirements set forth in Section 4(a), and any prospective transferee of this Note, also is required
to give the Company written confirmation that this Note is being converted ("Notice of Conversion") in the form
annexed hereto as Exhibit A. The date of receipt (including receipt by telecopy) of such Notice of Conversion shall be the
Conversion Date.


 


4.                  
(a) The Holder of this Note is entitled,
at its option, at any time after 180 days, and after full cash payment for the shares convertible hereunder, to convert all or
any amount of the principal face amount of this Note then outstanding into shares of the Company's common stock (the "Common
Stock") without restrictive legend of any nature, at a price ("Conversion Price") for each share of Common
Stock equal to 60% of the lowest trading price of the Common Stock as reported on the National Quotations Bureau
OTCPK exchange which the Company's shares are traded or any exchange upon which the Common Stock may be traded in the future ("Exchange"),
for the twenty prior trading days including the day upon which a Notice of Conversion is received by the Company
(provided such Notice of Conversion is delivered by fax or other electronic method of communication to the Company after 4 P.M.
Eastern Standard or Daylight Savings Time if the Holder wishes to include the same day closing price). If the shares have not been
delivered within 3 business days, the Notice of Conversion may be rescinded.
Such conversion shall be effectuated by the Company delivering
the shares of Common Stock to the Holder within 3 business days of receipt by the Company of the Notice of Conversion.
Once the Holder has received such shares of Common Stock, the Holder shall surrender this Note to the Company, executed by the
Holder evidencing such Holder's intention to conve1t this Note or a specified portion hereof, and accompanied by proper assignment
hereof in blank. Accrued but unpaid interest shall be subject to conversion. No fractional shares or scrip representing
fractions of shares will be issued on conversion, but the number of shares issuable shall be rounded to the nearest whole share.
In the event the Company experiences a DTC "Chill" on its shares, the conversion price shall be decreased to 50% instead
of 60% while that "Chill" is in effect. In the event the Company is not "Current" in its SEC filings at
the time this note is cash funded, the discount shall be decreased
to 40%. In no event shall the Holder be allowed to effect a conversion
if such conversion, along with all other shares of Company Common Stock beneficially
owned by the Holder and its affiliates would exceed 9.9% of the outstanding shares of the Common Stock of the Company.


 


(b)                
 Interest on any unpaid principal balance of this Note shall be paid
at the rate of 8% per annum. Interest shall be paid 1by the Company in Common Stock ("Interest Shares"). The Holder may,
at any time, send in 'a Notice of Conversion to the Company for Interest Shares based on the formula provided in Section 4(a) above.
The dollar amount converted into Interest Shares shall be all or a portion of the accrued interest calculated on the unpaid principal
balance of this Note to the date of such notice.


 


(c)
This Note may not be prepaid, except that if the $78,750 Rule 144 convertible redeemable note issued by the Company of even date
herewith is redeemed by the Company within 6 months of the issuance date of such Note, this Note will automatically terminate,
as will he offsetting Holder issued $78,750 note.


 



    	 



    	 



    

 





(d)
Upon (i) a transfer of all or substantially all of the assets of the Company to any person in a single transaction or series of
related transactions , (ii) a reclassification, capital reorganization or other change or exchange of outstanding shares of the
Common Stock, or (iii) any consolidation or merger of the Company with or into another person or entity in which the Company is
not the surviving entity (other than a merger which is effected solely to change the jurisdiction of incorporation of the Company
and results in a reclassification, conversion or ex change of outstanding shares of Common Stock solely into shares of Common Stock)
(each of items (i), (ii) and (iii) being referred to as a "Sale Event"), then, in each case, the Company shall, upon
request of the Holder, redeem this Note in cash for 150% of the principal amount, plus accrued but unpaid interest through the
date of redemption, or at the election of the Holder, such Holder may convert the unpaid principal amount of this Note (together
with the amount of accrued but unpaid interest) into shares of Common Stock immediately prior to such Sale Event at the Conversion
Price.


 


(e)
In case of any Sale Event in connection with which this Note is not re- deemed or converted, the Company shall cause effective
provision to be made so that the Holder of this Note shall have the right thereafter, by converting this Note, to purchase or convert
this Note into the kind and number of shares of stock or other securities or property (including cash) receivable upon such reclassification,
capital reorganization or other change, consolidation or merger by a holder of the number of shares of Common Stock that could
have been purchased upon exercise of the Note and at the same Conversion Price, as defined in this Note, immediately prior to such
Sale Event. The foregoing provisions shall similarly apply to successive Sale Events. If the consideration received by the holders
of Common Stock is other than cash, the value shall be as determined by the Board of Directors of the Company or successor person
or entity acting in good faith.


 


5.                  
No provision of this Note shall alter or impair the obligation of
the Company, which is absolute and unconditional, to pay the principal of, and interest on, this Note at the time, place, and rate,
and in the form, herein prescribed.


 


6.                  
The Company hereby expressly waives demand and presentment for payment,
notice of non-payment, protest, notice of protest, notice of dishonor, notice of acceleration or intent to accelerate, and diligence
in taking any action to collect amounts called for hereunder and shall be directly and primarily liable for the payment of all
sums owing and to be owing


 


7.                  
The Company agrees to pay all costs and expenses, including reasonable
attorneys' fees and expenses, which may be incurred by the Holder in collecting any amount due under this Note.


 


8.                  
If one or more of the following described "Events of Default"
shall occur:


 


(a)
The Company shall default in the payment of principal or interest on this Note or any other note issued to the Holder by the Company;
or


 


(b)
Any of the representations or warranties made by the Company herein or in any certificate or financial or other written statements
heretofore or hereafter furnished by or on behalf of the Company in connection with the execution and delivery of this Note shall
be false or misleading in any respect; or


 


(c)
The Company shall fail to perform or observe, in any respect, any covenant, term, provision, condition, agreement or obligation
of the Company under this Note or any other note issued to the Holder; or


 


(d)
The Company shall (1) become insolvent; (2) admit in writing its inability to pay its debts generally as they mature; (3) make
an assignment for the benefit of creditors or commence proceedings for its dissolution; (4) apply for or consent to the appointment
of a trustee, liquidator or receiver for its or for a substantial part of its property or business; (5) file a petition for bankruptcy
relief, consent to the filing of such petition or have filed against it an involuntary petition for bankruptcy relief, all under
federal or state laws as applicable; or


 


(e)
A trustee, liquidator or receiver shall be appointed for the Company or for a substantial part of its property or business without
its consent and shall not be discharged with in thirty (30) days after such appointment; or


 


(f)
Any governmental agency or any court of competent jurisdiction at the in- stance of any governmental agency shall assume custody
or control of the whole or any substantial portion of the properties or assets of the Company; or


 


(g)
One or more money judgment s, writs or warrants of attachment, or similar process, in excess of fifty thousand dollars ($50,000)
in the aggregate, shall be entered or filed against the Company or any of its properties or other assets and shall remain unpaid,
unvacated, unbonded or unstayed for a period of fifteen (15) days or in any event later than five (5) days prior to the date of
any proposed sale thereunder; or


 


(h)
defaulted on or breached any term of any other note of similar debt instrument into which the Company has entered and failed to
cure such default within the appropriate grace period; or


 



    	2



    	 



    

 





(i)
The Company shall have its Common Stock delisted from an exchange (including the OTCBB exchange) or, if the Common Stock trades
on an exchange, then trading in the Common Stock shall be suspended for more than 10 consecutive days;


 


(j)
If a majority of the members of the Board of Directors of the Company on the date hereof are no longer serving as members of the
Board;


 


(k)
The Company shall not deliver to the Holder the Common Stock pursuant to paragraph 4 herein without restrictive legend within 3
business days of its receipt of a Notice of Conversion; or


 


(l)
The Company shall not replenish the reserve set forth in Section 12, with- in 3 business days of the request of the Holder ; or


 


(m)
The Company's Common Stock has a closing bid price of less than $0.03 per share for at least 5 consecutive trading days; or


 


(n)
The aggregate dollar trading volume of the Company's Common Stock is less than forty thousand dollars ($40,000.00) in any 5 consecutive
trading days; or


 


(o)
The Company shall cease to be "current" in its filings with the Securities and Exchange Commission.


 


Then,
or at any time thereafter, unless cured (except for 8(m) and 8(n) which are incurable defaults, the sole remedy of which
is to allow the Holder to cancel both this Note and the Holder Issued Note, and in each and every such case, unless such Event
of Default shall have been waived in writing by the Holder (which waiver shall not be deemed to be a waiver of any subsequent default)
at the option of the Holder and in the Holder's sole discretion, the Holder may consider this Note immediately due and payable,
without presentment, demand, protest or (further) notice of any kind (other than notice of acceleration), all of which are hereby
expressly waived, anything herein or in any note or other instruments contained to the contrary notwithstanding, and the Holder
may immediately, and without expiration of any period of grace, enforce any and all of the Holder's rights and remedies provided
herein or any other rights or remedies afforded by law. Upon an Event of Default, interest shall be accrue at a default interest
rate of 24% per annum or, if such rate is usurious or not permitted by current law, then at the highest rate of interest permitted
by law. Further, if the Note becomes due and payable, the Holder may use the outstanding principal and interest due under the Note
to offset any payment obligations it may have to the Company. In the event of a breach of 8(k) the penalty shall be $250 per day
the shares are not issued beginning on the 4th day after the conversion notice was delivered to the Company. This penalty shall
increase to $500 per day beginning on the 10th day. Once cash funded, the penalty for a breach of Section 8(p) shall be an increase
of the outstanding principal amounts by 20%. Once cash funded, in the event of a breach of Section 8(i), the outstanding principal
due under this Note shall increase by 50%. If this Note is not paid at maturity, the out standing principal due under this Note
shall increase by 10%.


 


If the
Holder shall commence an action or proceeding to enforce any provisions of this Note, including, without limitation, engaging an
attorney, then, if the Holder prevails in such action, the Holder shall be reimbursed by the Company for its attorneys' fees and
other costs and expenses incurred in the investigation, preparation and prosecution of such action or proceeding.


 


Make-Whole
for Failure to Deliver Loss. At the Holder's election, if the Company fails for any reason to deliver to the Holder the conversion
shares by the by the 3rd business day following the delivery of a Notice of Conversion to the Company and if the Holder incurs
a Failure to De liver Loss, then at any time the Holder may provide the Company written notice indicating the amounts payable to
the Holder in respect of the Failure to Deliver Loss and the Company must make the Holder whole as follows:


Failure
to Deliver Loss = [(High trade price at any time on or after the day of exercise) x (Number of conversion shares)]


 


10.               
Neither this Note nor any term hereof may be amended, waived, dis-
charged or terminated other than by a written instrument signed by the Company and the Holder.


 


11.               
The Company represents that it is not a "shell" issuer and
has never been a "shell" issuer or that if it previously has been a "shell" issuer that at least 12 months
have passed since the Company has reported form 10 type information indicating it is no longer a "shell issuer. Further, the
Company will instruct its counsel to either (i) write a 144- 3(a)(9) opinion to al low for salability of the conversion shares
or (ii) accept such opinion from Holder's counsel.


 


12.               
Prior to cash funding of this Note, The Company will issue irrevocable
transfer agent instructions reserving 4x the number of shares of Common Stock necessary to al low the holder to convert this note
based on the discounted conversion price set forth in Section 4(a) herewith. The reserve shall be replenished as needed to allow
for conversions of this Note. Upon full conversion of this Note, the reserve representing this Note shall be cancelled. The Company
will pay all transfer agent costs associated with issuing and delivering the shares.


 


13.               
The Company will give the Holder direct notice of any corporate actions
including but not limited to name changes, stock splits, recapitalizations etc. This notice shall be given to the Holder as soon
as possible under law.


 


14.               
This Note shall be governed by and construed in accordance with the
laws of New York applicable to contracts made and wholly to be performed within the State of New York and shall be binding upon
the successors and assigns of each party hereto. The Holder and the Company hereby mutually waive trial by jury and consent to
exclusive jurisdiction and venue in the courts of the State of New York. This Agreement may be executed in counterparts, and the
facsimile transmission of an executed counterpart to this Agreement shall be effective as an original.


 



    	3



    	 



    

 





IN WITNESS
WHEREOF, the Company has caused this Note to be duly executed by an officer thereunto duly authorized.


 


Dated:
November 20, 2014


 


 


WELL POWER,
INC.


 


By: /s/
Dan Patience


Title:
President


 




    	4



    	 



    

 


EXHIBIT
A


 


NOTICE
OF CONVERSION


 


(To be
Executed by the Registered Holder in order to Convert the Note)


 


The
undersigned hereby irrevocably elects to convert $ ______ of the above Note into ____Shares of Common Stock of Well Power, Inc.
("Shares") according to the conditions set forth in such Note, as of the date written below.


 


If
Shares are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer and other taxes
and charges payable with respect thereto.


 


Date of
Conversion: 


Applicable
Conversion Price: 


Signature:



Address:


SSN or
EIN:


Shares
are to be registered in the following name:


 


Name;


Address:


Tel:


Fax:


SSN or
EIN:


 


Shares
are to be sent or delivered to the following account:


 


Account
Name:


Address:




 


 






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