ASSIGNMENT AGREEMENT

This ASSIGNMENT AGREEMENT (“ Agreement ”) is entered into as of October 6, 2014 (the “ Effective Date ”) by and between Rich Pharmaceuticals, Inc., a Nevada Corporation (the “ Company ”), Richard L. Chang Holding’s, LLC (“ Holdings LLC ”), and Imagic LLC, a California limited liability company (“ Imagic LLC ”).

WHEREAS, the Company, Imagic LLC, and Holdings LLC are parties to that certain Memorandum of Understanding and Asset Assignment Agreement (the “ Assignment Agreement ”) dated July 18, 2013;

WHEREAS, pursuant to the Assignment Agreement dated as of July 16, 2013, Holdings LLC assigned its 100% interest in United States Patent No. 6,063,814 entitled “Phorbol esters as anti-neoplastic and white blood cell elevating agents” and utility patent application titled COMPOSITIONS AND METHODS OF USE OF PHORBOL ESTERS FOR THE TREATMENT OF NEOPLASMS (Acute Myeloid Leukemia) and all related intellectual property, inventions and trade secrets, data, and clinical study results, as well as all indicated intellectual property, inventions and trade secrets, data, and clinical study results thereof worldwide to the Company, with the exception of the indication for Hodgkin’s Lymphoma.

WHEREAS, pursuant to Section 2(c) of the Assignment Agreement, on October 6, 2014, 2014 Holdings LLC and Imagic LLC notified the Company in writing of their intent to exercise the option for Holdings LLC to assign to the Company the indication for Hodgkin’s Lymphoma in consideration for the issuance of restricted Company common stock to Imagic LLC;

WHEREAS, the Company desires to purchase the Hodgkin’s IP, and Holdings LLC desires to sell the Hodgkin’s IP to the Company, as provided in Section 2(c) of the Assignment Agreement; and

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is acknowledged, the parties agree as follows:

1.                   Assignment of Assets.

a.                   Assignment. Holdings LLC owns the utility patent application number 61998397, entitled COMPOSITIONS AND METHODS OF USE OF PHORBOL ESTERS FOR THE TREATMENT OF HODGKIN’S LYMPHOMA and all related intellectual property, inventions and trade secrets, data, and clinical study results (collectively, the “ Patent Assets ”). Holdings LLC hereby assigns to the Company all of its right, title and interest in and to the Patent Assets, and in and to all rights to apply for continuations, additional applications or foreign patents relating to the Patent Assets and all proceeds of the foregoing, including, without limitation, any claim by Holdings LLC third parties for past, present, or future infringement of the Patent Assets.

b.                   Further Assurances . Holdings LLC agrees to, and to cause the patent inventors to, cooperate with the Company to enable it to enjoy to the fullest extent the right, title and interest herein conveyed in the Patent Assets in the United States and foreign countries. Such cooperation shall include prompt production of pertinent facts and documents, giving of testimony, execution of petitions, oaths, specifications, executing USPTO assignment documents in favor of the Company, declarations or other papers, and other assistance all to the extent deemed necessary or desirable by the Company (a) for perfecting in the right, title and interest in the Patent Assets; (b) for prosecuting any of the patent applications; (c) for filing and prosecuting substitute, divisional, continuing or additional applications; (d) for filing and prosecuting applications for reissuance of any patents; (e) for interference or other priority proceedings; and (f) for legal proceedings involving the Patent Assets and any applications therefor and any patents granted thereon; provided, however, that the expense incurred by Holdings LLC in providing such cooperation shall be paid for by the Company. This Agreement expressly grants to the Company all rights in the Patent Assets as fully and entirely as the same would have been held and enjoyed by Holdings LLC.

c.                    Recordation . Without limiting the generality of the foregoing, Holdings LLC agrees concurrently with the execution of this Agreement to execute a Recordation Form Cover Sheet for recording the assignment in the USPTO. To the extent that the patent laws of any country require the recordation or registration of this Agreement to ensure the continued validity and enforceability of the Patent Assets or this Agreement in connection with the assignment, Holdings LLC shall take whatever action is necessary to record or obtain registration of this Agreement, including the filing of all necessary documents.

2.                   Consideration . In consideration of the assignment of the Patent Assets by Holdings LLC, the Company shall issue 220,792,028 shares of restricted Company common stock to Imagic LLC, calculated by reference to Section 2(c) of the Assignment Agreement.

3.                   Representations and Warranties .

a. Reciprocal . Each of the parties represents and warrants to the other party that (a) it has full right, power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby, (b) this Agreement is a legal and valid obligation binding upon such party and enforceable in accordance with its terms, and (c) the execution, delivery and performance of the Agreement by such party does not conflict with any agreement, instrument or understanding, oral or written, to which it is a party or by which it is bound, nor to such party’s knowledge, violate any law or regulation of any court, governmental body or administrative or other agency having jurisdiction over it. The Company represents and warrants that as of the Effective Date, it has 423,062,860 shares of common stock outstanding and 6,000,000 shares of Series “A” preferred stock outstanding.

b. Holdings LLC . Holdings LLC hereby represents and warrants to the Company the following:

5.                   Governing Law. This Agreement shall be governed by and construed under the laws of the State of Nevada as such laws are applied to contracts entered into and performed entirely within Nevada by Nevada residents.

6.                   Transaction Expenses . The parties agree that each party shall be solely responsible for the payment of all transaction expenses incurred by such party relating to the transactions contemplated in this Agreement.

7.                   Attorneys' Fees . In the event either party shall bring any action to enforce or protect any of its rights under this Agreement, the prevailing party shall be entitled to recover, in addition to its damages, its reasonable attorneys' fees and costs incurred in connection therewith.

8.                   Execution in Counterparts. This Agreement may be executed in one or more counterparts which may be delivered by facsimile or by email in PDF, each of which shall be considered an original instrument, but all of which shall be considered one and the same Agreement.

9.                   Binding Agreement . The parties intend for this Agreement to constitute binding, enforceable obligations of the parties.

10.                Entire Agreement; Modifications; Miscellaneous . Except as otherwise provided herein, this Agreement represents the entire understanding among the parties with respect to the subject matter of this Agreement, and this Agreement supersedes any and all prior and contemporaneous understandings, agreements, plans, and negotiations, whether written or oral, with respect to the subject matter hereof. All modifications to the Agreement must be in writing and signed by each of the parties hereto. This Agreement shall be construed neutrally, without regard to the party responsible for its preparation.

11.                Legal Counsel . Each party to this Agreement hereby represents and warrants to the other party that it has its own legal counsel and it has been advised by its legal counsel with respect to the provisions of this Agreement, and that its decision to execute this Agreement is not based on any reliance upon the advice of any other party or legal counsel other than its own legal counsel.

[ Signature Page Follows ]

IN WITNESS WHEREOF, he undersigned have caused their authorized representatives to execute this Agreement as of the date first set forth above.

[Signature Page to Chang Holdings/Rich Pharmaceuticals Assignment]

RICH PHARMACUETICALS, INC.

2013 EQUITY INCENTIVE PLAN AMENDMENT

October 6, 2014

WHEREAS, Rich Pharmaceuticals, Inc., a Nevada corporation (the " Corporation "), has adopted the 2013 Equity Incentive Plan (the “ 2013 Plan ”) and reserved 60,004,800 shares of the Corporation's common stock (the " Shares ") under the 2013 Plan;

WHEREAS, pursuant to the terms of the Plan, the Board of Directors approved an amendment to the 2013 Plan to (i) increase the amount of shares reserved for issuance by 30,000,000 Shares for a total of 90,004,800 Shares; and (ii) modify the definition of Fair Market Value;

NOW, THEREFORE, the 2013 Plan is hereby amended to provide that (i) the total number of Shares reserved for issuance under the 2013 Plan is 90,004,800; and (ii) the definition of “Fair Market Value” in the Appendix shall be deleted in its entirety and replaced with the following:

K. Fair Market Value per share of Common Stock on any relevant date shall be determined in accordance with the following provisions:

                                                       (i)             If the Common Stock is at the time traded on the Nasdaq National Market, then the Fair Market Value shall be the closing selling price per share of Common Stock on the date in question, as such price is reported by the National Association of Securities Dealers on the Nasdaq National Market or any successor system. If there is no closing selling price for the Common Stock on the date in question, then the Fair Market Value shall be the closing selling price on the last preceding date for which such quotation exists.

                                                     (ii)             If the Common Stock is at the time listed on any Stock Exchange, then the Fair Market Value shall be the closing selling price per share of Common Stock on the date in question on the Stock Exchange determined by the Plan Administrator to be the primary market for the Common Stock, as such price is officially quoted in the composite tape of transactions on such exchange. If there is no closing selling price for the Common Stock on the date in question, then the Fair Market Value shall be the closing selling price on the last preceding date for which such quotation exists.

                                                    (iii)             If the Common Stock is at the time neither listed on any Stock Exchange nor traded on the Nasdaq National Market, then the Fair Market Value shall be determined by the Plan Administrator after taking into account such factors as the Plan Administrator shall deem appropriate including the pricing of any recent capital raising the company has completed or is proposed to complete.

By: /s/ Ben Chang

Ben Chang, CEO