CONVERTIBLE
PROMISSORY NOTE


 


THIS
NOTE AND ANY SHARES OF STOCK ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THIS NOTE AND ANY SHARES OF STOCK ISSUABLE UPON THE CONVERSION HEREOF MAY NOT BE
SOLD, OFFERED FOR SALE, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
STATEMENT COVERING THIS NOTE OR SUCH SHARES UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAWS OR THE DELIVERY OF AN OPINION
OF COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED. THIS NOTE IS ALSO SUBJECT TO RESTRICTIONS ON TRANSFER. 


 


Regen
BioPharma, Inc.


 


Issue
Date: March 1, 2017Principal Amount:$75,000


 


1.
Terms. For value received, the Regen BioPharma, Inc., a Nevada corporation (the “Company”) hereby absolutely
and unconditionally promises to pay to the order of ____________ (the "Lender") ON DEMAND AT ANY TIME AFTER March 1,
2020 (the “Maturity Date”), the principal amount of Seventy Five Thousand Dollars ($75,000) and interest on the whole
amount of said principal sum outstanding and remaining from time to time unpaid (the “Note”), commencing from the
date hereof and continuing until payment in full of this Note or conversion as hereinafter provided, at an annual rate equal to
ten percent (10%) simple interest. Interest shall be payable quarterly upon demand or upon conversion pursuant to Section 2 hereunder.
Interest shall be computed on the basis of the actual number of days elapsed divided by 365. Principal and interest shall be payable
in lawful money of the United States of America, at the principal place of business of the Lender or at such other place as the
Lender may have designated from time to time in writing to the Company.


 


2.
Conversion.


 


2.1
Conversion Right. The Lender shall have the right from time to time to convert all or a part of the outstanding and unpaid
principal amount of this Note into fully paid and non- assessable shares of Common Stock, as such Common Stock exists on the Issue
Date, or any shares of capital stock or other securities of the Company into which such Common Stock shall hereafter be changed
or reclassified at the conversion price (the “Conversion Price”) determined as provided herein (a “Conversion”).
The Lender shall have the right to convert one hundred percent (100%) of the Principal Amount immediately upon execution of this
agreement and any accrued interest may be converted as well.


 


The
number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing the principal
amount of this Note to be converted (the “Conversion Amount”) by the applicable Conversion Price as defined in this
Section 2 then in effect on the date specified in the notice of conversion, in the form attached hereto as Exhibit A (the “Notice
of Conversion”), delivered to the Company by the Lender on such conversion date (the “Conversion Date”).


 


2.2
Conversion Price.


The
“Conversion Price” shall be defined as the lower of $0.0125 per share or a 75% discount to the closing price of the
Common Stock on the Over-the-Counter Bulletin Board on the trading day immediately prior to the date that a Notice of Conversion
is submitted pursuant to Section 2.3. or, if the Over-the-Counter Bulletin Board is not the principal trading market for such
security, the closing price of such security on the principal securities exchange or trading market where such security is listed
or traded on the trading day immediately prior to the date that a Notice of Conversion is submitted pursuant to Section 2.3. or,
if no closing bid price of such security is available in any of the foregoing manners, the average of the closing bid prices of
any market makers for such security that are listed in the “pink sheets” by the National Quotation Bureau, Inc. on
the trading day immediately prior to the date that a Notice of Conversion is submitted pursuant to Section 2.3.


 


The
Conversion Price shall be equitably adjusted for reverse stock splits, forward stock splits, recapitalization, reclassifications,
extraordinary distributions and similar events by the Company relating to the Company’s Common Stock. Any adjustment made
pursuant to this Section 2.2 shall become effective immediately after the record date for the determination of stockholders entitled
to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a reverse
stock split, forward stock split, or reclassification


 


2.3
Method of Conversion. Subject to Section 2.1, this Note may be converted by the Lender by submitting to the Company a Notice
of Conversion by facsimile, e-mail or other reasonable means of communication dispatched on the Conversion Date prior to 5:00
p.m., New York, New York time. The Lender shall not be required to physically surrender this Note to the Company unless the entire
unpaid principal amount of this Note is so converted. The Lender and the Company shall maintain records showing the principal
amount so converted and the dates of such conversions so as not to require physical surrender of this Note upon each such conversion.
In the event of any dispute or discrepancy, such records of the Company shall, prima facie, be controlling and determinative in
the absence of manifest error. Notwithstanding the foregoing, if any portion of this Note is converted as aforesaid, the Lender
may not transfer this Note unless the Lender first physically surrenders this Note to the Company, whereupon the Company will
forthwith issue and deliver upon the order of the Lender a new Note of like tenor, registered as the Lender (upon payment by the
Lender of any applicable transfer taxes) may request, representing in the aggregate the remaining unpaid principal amount of this
Note.


 


Upon
receipt by the Company from the Lender of a facsimile transmission, e-mail, or other reasonable means of communication of a Notice
of Conversion meeting the requirements for conversion, the Company shall issue and deliver or cause to be issued and delivered
to or upon the order of the Lender certificates for the Common Stock issuable upon such conversion within ten (10) business days
after such receipt. Upon receipt by the Company of a Notice of Conversion, the Lender shall be deemed to be the Lender of record
of the Common Stock issuable upon such conversion, the outstanding principal amount and the amount of accrued and unpaid interest
on this Note shall be reduced to reflect such conversion. All rights with respect to the portion of this Note being so converted
shall forthwith terminate except the right to receive the Common Stock or other securities as herein provided on such conversion.
In lieu of delivering physical certificates representing the Common Stock issuable upon conversion, provided the Company is participating
in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, upon request
of the Lender, the Company shall use its best efforts to cause its transfer agent to electronically transmit the Common Stock
issuable upon conversion to the Lender by crediting the account of Lender’s Prime Broker with DTC through its Deposit Withdrawal
Agent Commission (“DWAC”) system.


 


2.4
Concerning the Shares. The shares of Common Stock issuable upon conversion of this Note may not
be sold or transferred unless (i) such shares are sold pursuant to an effective registration statement under the Act or (ii) the
Company or its transfer agent shall have been furnished with an opinion of counsel (which opinion shall be in form, substance
and scope customary for opinions of counsel in comparable transactions) to the effect that the shares to be sold or transferred
may be sold or transferred pursuant to an exemption from such registration or (iii) such shares are sold or transferred pursuant
to Rule 144 under the Act (or a successor rule) ("Rule 144") or (iv) such shares are transferred to an "affiliate"
(as defined in Rule 144) of the Company who agrees to sell or otherwise transfer the shares only in accordance with this Section
2.5 and who is an Accredited Investor as the term Accredited Investor is defined in Rule 501 of Regulation D, promulgated under
the Act.


 


Subject
to the removal provisions set forth below, until such time as the shares of Common Stock issuable upon conversion of this Note
have been registered under the Act or otherwise may be sold pursuant to Rule 144 without any restriction as to the number of securities
as of a particular date that can then be immediately sold, each certificate for shares of issuable upon conversion of this Note
that has not been so included in an effective registration statement or that has not been sold pursuant to an effective registration
statement or an exemption that permits removal of the legend, shall bear a legend substantially in the following form, as appropriate:


 


"NEITHER
THE ISSUANCE OR SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN
THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B)
AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE LENDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT
REQUIRED UNDER SAID ACT."


 


The
legend set forth above shall be removed and the Company shall issue to the Lender a new certificate therefore free of any transfer
legend if (i) the Company or its transfer agent shall have received an opinion of counsel, in form, substance and scope customary
for opinions of counsel in comparable transactions, to the effect that a public sale or transfer of such Common Stock may be made
without registration under the Act and the shares are so sold or transferred, (ii) such Lender provides the Company or its transfer
agent with reasonable assurances that the Common Stock issuable upon conversion of this Note (to the extent such securities are
deemed to have been acquired on the same date) can be sold pursuant to Rule 144 or (iii) in the case of the Common Stock issuable
upon conversion of this Note, such security is registered for sale by under an effective registration statement filed under the
Act or (iv) otherwise may be sold pursuant to Rule 144 without any restriction as to the number of securities as of a particular
date that can then be immediately sold.


 


3.
Payment.





 


WIRE
INSTRUCTIONS:


______


 


 


4.
Prepayment. Notwithstanding anything to the contrary contained herein, the Company shall have the right, exercisable on
not less than ten (10) Trading Days prior written notice to the Lender, to prepay the outstanding Note in part or in full, including
outstanding principal and accrued interest. Any notice of prepayment hereunder shall be delivered to the Lender at its registered
addresses and shall state that the Company is exercising its right to prepay the Note and the date of prepayment, which shall
be not more than ten (10) Trading Days from the date of the prepayment notice. Upon receipt of a prepayment notice, Lender shall
have the right, but not the obligation, to accelerate the conversion period specified in Section 2.1 and convert that portion
of the outstanding principal balance which is subject to prepayment to Common Shares as provided for in Section 2.


 


5.
Warrant Coverage. In the event that that the Company exercises its right to prepay the note, or if the Lender chooses not
to convert the remaining amount of the note into Common Shares of the company, the Lender shall receive warrants equal to 10%
of the Common shares it would have received had the Lender converted the remaining amount of the Note into Common shares of the
Company. The warrants shall have a strike price of $0.05 per share. See Exhibit B (incorporated into this Note) for instructions
on completing the Exercise of Warrants document.


 


 


6.
Events of Default.


 


6.1
The following shall constitute events of default (individually an "Event of Default"):


 


(a)
default in the payment, when due or payable, of an obligation to pay interest or principal under this Note, which default is not
cured by payment in full of the amount due within thirty (30) days from the date that the Lender receives notice of the occurrence
of such default;


 


(b)
filing of a petition in bankruptcy or the commencement of any proceedings under any bankruptcy laws by or against the Company,
which filing or proceeding, is not dismissed within ninety (90) days after the filing or commencement thereof; or


 


(c)
failure of the Company to comply in any way with the terms, covenants or conditions contained in this Note.


 


6.2
If an Event of Default shall occur and be continuing, the Lender may, at its option, declare this Note to be immediately due and
payable without further notice or demand, whereupon this Note shall become immediately due and payable without presentment, demand
or protest, all of which are hereby waived by the Company.


 


7.
Transfer of Note. This Note may not be transferred or assigned other than a transfer or assignment to an Affiliate of the
Lender. As used herein, the term “Affiliate” means an entity that directly, or indirectly through one or more intermediaries,
controls, or is controlled by, or is under common control with, the Lender.


 


8.
Certain Waivers. The Company hereby expressly and irrevocably waives presentment, demand, protest, notice of protest and
any other formalities of any kind.


 


9.
Amendment, Modification or Termination. This Note may only be modified, amended, or terminated (other than by payment in
full) by an agreement in writing signed by the Company and the Lender. No waiver of any term, covenant or provision of this Note
shall be effective unless given in writing by the Lender.


 


10.
Governing Law. This Note and the obligations of the Company hereunder shall be governed by and interpreted and determined
in accordance with the laws of the State of California (excluding the laws and rules of law applicable to conflicts or choice
of law).


 


 


IN
WITNESS WHEREOF, this Note has been duly executed on behalf of the undersigned on the day and in the year first above written.


 





	REGEN BIOPHARMA, INC.	 
	 	 
	/s/ David
    R. Koos	3/2/2017
	David R. Koos	Date
	Chairman and CEO	 






 


The
foregoing Convertible Promissory Note is hereby accepted and agreed to by the undersigned on and as of the date first above written.


 





	 	 
		
	Name	Date
	Title	 


 


 



    	1 



    	 



    







 


EXHIBIT
A


NOTICE
OF CONVERSION


 


The
undersigned hereby elects to convert $ _______________ principal amount and $____________ accrued interest of the Note into that
number of shares of Common Stock to be issued pursuant to the conversion of the Note as set forth below of REGEN BIOPHARMA, INC.
according to the conditions of the convertible note of the Company dated as of Month 00, 2020 as of the date written below.


 





	Date of Conversion:	 	 
	Applicable Conversion Price:	 	 
	(Attach
    Bloomberg price documentation)	 
	Number of Shares
    of Common Stock to be Issued Pursuant to Conversion of the Note:	 	 
	 	 	 
	Amount of Principal
    Balance Due Remaining Under the Note After This Conversion:	 	 






 


 


 


Checked
box corresponds to applicable instructions:


 


☐The
Borrower shall electronically transmit the Common Stock issuable pursuant to this Notice of Conversion to the account of the undersigned
or its nominee with DTC through its Deposit Withdrawal Agent Commission system (“DWAC Transfer”).


 





	Name of DTC Prime Broker:	 	 
	Account Number:	 	 









 


☐
The undersigned hereby requests that the Borrower issue a certificate or certificates for the number of shares of Common Stock
set forth below in the name(s) specified immediately below or, if additional space is necessary, on an attachment hereto:





 


	Name:	 	 
	Address:	 	 
	 	 	 
	 	 	 
	Phone:	 	 






 


 





	 	 
		
	Name	Date
	Title	 


 






    	2 



    	 



    




 


 


EXHIBIT
B


 


COMMON
STOCK PURCHASE WARRANT


REGEN
BIOPHARMA, INC.


 


THIS
WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED
IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT OR APPLICABLE EXEMPTION OR SAFE HARBOR PROVISION. 


 


THIS
COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Lender is entitled, solely upon
the terms and subject to the limitations on exercise and the conditions hereinafter set forth, to subscribe for and purchase from
the Company, shares of common stock of the Company (the “Warrant Shares”). The purchase price of one Warrant Share
under this Warrant shall be equal to the $0.05 per Warrant Share (“Exercise Price”).


 


		1.	In
                                         the event that Company shall exercise Company’s rights pursuant to Section 4 of
                                         the Note (“Prepayment Clause”) , Lender shall be entitled , on or prior to
                                         the close of business on the three (3) month anniversary of the date that the Note shall
                                         have been prepaid by the Company(“Prepayment Date”) , to subscribe for and
                                         purchase from the Company up to that number of Warrant Shares at the Exercise Price per
                                         Share equivalent to that one tenth of that number of Common Shares that Lender would
                                         have been entitled to be issued had Lender exercised Lender’s Conversion Right
                                         pursuant to Section 2.1 of the Note as of the Prepayment Date.



 


		2.	In
                                         the event that, as of the Maturity Date, part of the outstanding and unpaid principal
                                         amount of this Note and any Accrued Interest remains outstanding, Lender shall be entitled
                                         , on or prior to the close of business on the three (3) month anniversary of the Maturity
                                         Date , to subscribe for and purchase from the Company up to that number of Warrant Shares
                                         at the Exercise Price per Share equivalent to that one tenth of that number of Common
                                         Shares that Lender would have been entitled to be issued had Lender exercised Lender’s
                                         Conversion Right pursuant to Section 2.1 of the Note as of the Maturity Date.



 


		3.	If
                                         the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend
                                         or otherwise makes a distribution or distributions on shares of its Common Stock or any
                                         other equity or equity equivalent securities payable in shares of Common Stock (which,
                                         for avoidance of doubt, shall not include any shares of Common Stock issued by the Company
                                         upon exercise of this Warrant), (ii) subdivides outstanding shares of Common Stock into
                                         a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding
                                         shares of Common Stock into a smaller number of shares or (iv) issues by reclassification
                                         of shares of the Common Stock any shares of capital stock of the Company, then in each
                                         case the Exercise Price shall be multiplied by a fraction of which the numerator shall
                                         be the number of shares of Common Stock (excluding treasury shares, if any) outstanding
                                         immediately before such event and of which the denominator shall be the number of shares
                                         of Common Stock outstanding immediately after such event, and the number of shares issuable
                                         upon exercise of this Warrant shall be proportionately adjusted such that the aggregate
                                         Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to
                                         this Section 3 shall become effective immediately after the record date for the determination
                                         of stockholders entitled to receive such dividend or distribution and shall become effective
                                         immediately after the effective date in the case of a subdivision, combination or reclassification



 


		4.	Exercise
                                         of the purchase rights represented by this Warrant may be made, in whole or in part,
                                         from and after the initial exercise date, and then at any time, by delivery to the Company
                                         (or such other office or agency of the Company as it may designate by notice in writing
                                         to Lender at the address of the Lender appearing on the books of the Company) of a duly
                                         executed facsimile or emailed copy of the Notice of Exercise form annexed hereto and
                                         delivery of the aggregate Exercise Price for the Warrant Shares specified in the applicable
                                         Notice of Exercise by wire transfer.



 


		5.	Warrant
                                         Shares purchased hereunder will be delivered to Holder within ten (10 ) business days
                                         of Notice of Exercise.



 





	 	6.	The Warrant Shares
    may not be sold or transferred unless (i) such shares are sold pursuant to an effective registration statement under the Act
    or (ii) the Company or its transfer agent shall have been furnished with an opinion of counsel (which opinion shall be in
    form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that the shares to be
    sold or transferred may be sold or transferred pursuant to an exemption from such registration or (iii) such shares are sold
    or transferred pursuant to Rule 144 under the Act (or a successor rule) ("Rule 144") or (iv) such shares are transferred
    to an "affiliate" (as defined in Rule 144) of the Company who agrees to sell or otherwise transfer the shares only
    in accordance with this Section 6 and who is an Accredited Investor as the term Accredited Investor is defined in Rule 501
    of Regulation D, promulgated under the Act.



  


Subject
to the removal provisions set forth below, until such time as the Warrant Shares have been registered under the Act or otherwise
may be sold pursuant to Rule 144 without any restriction as to the number of securities as of a particular date that can then
be immediately sold, each certificate for Warrant Shares that have not been so included in an effective registration statement
or that have not been sold pursuant to an effective registration statement or an exemption that permits removal of the legend,
shall bear a legend substantially in the following form, as appropriate:


 


"NEITHER
THE ISSUANCE OR SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN
THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B)
AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE LENDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT
REQUIRED UNDER SAID ACT."


 


The
legend set forth above shall be removed and the Company shall issue to the Lender a new certificate therefore free of any transfer
legend if (i) the Company or its transfer agent shall have received an opinion of counsel, in form, substance and scope customary
for opinions of counsel in comparable transactions, to the effect that a public sale or transfer of such securities may be made
without registration under the Act and the shares are so sold or transferred, (ii) such Lender provides the Company or its transfer
agent with reasonable assurances that the Warrant Shares can be sold pursuant to Rule 144 or (iii) such security is registered
for sale by under an effective registration statement filed under the Act or (iv) otherwise may be sold pursuant to Rule 144 without
any restriction as to the number of securities as of a particular date that can then be immediately sold.  


 


		7.	The
                                         Lender shall not be required to physically surrender this Warrant to the Company. If
                                         the Lender has purchased all of the Warrant Shares available hereunder and the Warrant
                                         has been exercised in full, this Warrant shall automatically be cancelled without the
                                         need to surrender the Warrant to the Company for cancellation.



 


		8.	This
                                         Warrant may not be transferred or assigned other than a transfer or assignment to an
                                         Affiliate of the Lender. As used herein, the term “Affiliate” means an entity
                                         that directly, or indirectly through one or more intermediaries, controls, or is controlled
                                         by, or is under common control with, the Lender.



 


		9.	FORM
                                         OF WARRANT NOTICE



 


 


NOTICE
OF EXERCISE


 


To:REGEN
BIOPHARMA, INC.


 


The
undersigned hereby elects to purchase ________ Warrant Shares of the Company pursuant to the terms of the Warrant issued in connection
with that Convertible Note in the amount of _______ by and between ______ and the Company dated _____ and maturing _____, 2020
and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.


Please
issue a certificate or certificates representing said Warrant Shares in the name of the undersigned. The undersigned is an “accredited
investor” as defined in Regulation D promulgated under the Securities Act of 1933, as amended.


 


[SIGNATURE]


 


 


Name:
_______________________________________


Date:
________________________________________


 






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