Exhibit 4.2


 


THISNOTE AND THE
COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE HAVENOT BEEN AND WILL NOT BE REGISTEREDWITH THE UNITED
STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE PURSUANTTO AN EXEMPTION FROM REGISTRATIONPROVIDED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THERULESANDREGULATIONS PROMULGATEDTHEREUNDER
(THE "1933 ACT”)


 


US $45,000.00        


 


PROPANC HEALTH GROUP CORP.


8% CONVERTIBLE REDEEMABLE NOTE


DUE FEBRUARY 10, 2016


 


FOR VALUE RECEIVED,
Propanc Health Group Corp. (the “Company”) promises to pay to the order of UNION CAPITAL, LLC and its authorized successors
and permitted assigns ("Holder"), the aggregate principal face amount of Forty Five Thousand Dollars exactly (U.S.
$45,000.00) on February 10, 2016 ("Maturity Date") and to pay interest on the principal amount outstanding hereunder
at the rate of 8% per annum commencing on February 10, 2015. This Note contains a $7,500 OID such that the purchase price shall
be $37,500.00. 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 338 Crown Street, 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 forwarding of such check or wire transfer
shall constitute a payment of outstanding principal hereunder 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, 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") at a price
("Conversion Price") for each share of Common Stock equal to 55% of the lowest closing bid
price of the Common Stock as reported on the OTCQB marketplace which the Company’s shares are traded or any
market upon which the Common Stock may be traded in the future ("Exchange"), for the ten 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 convert 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 45% instead of 55% while that “Chill” is in effect. 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


 


 


 




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(b)          Interest
on any unpaid principal balance of this Note shall be paid at the rate of 8% per annum. Interest shall be paid by the Company
in Common Stock ("Interest Shares"). 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)          The
Notes may be prepaid with the following penalties: (i) if the note is prepaid within 60 days of
the issuance date, then at 130% of the face amount plus any accrued interest; (ii) if the note is prepaid after 60 days after
the issuance date but less than 121 days after the issuance date, then at 140% of the face amount plus any accrued interest
and (iii) if the note is prepaid after 120 days after the issuance date but less than 180 days after the issuance date, then
at 150% of the face amount plus any accrued interest. This Note may not be prepaid after the 180th day.
Such redemption must be closed and funded within 3 days of giving notice of redemption of the right to redeem shall be null
and void.


 


(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, other than a forward or reverse stock split or stock dividend, 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
exchange 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 (not to include a sale of all or substantially all of the Company’s assets) in connection with
which this Note is not redeemed 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.


 


 


 




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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 hereto.


 


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, or the Securities Purchase Agreement under which this note was issued 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 within sixty (60) days after such appointment; or


 


(f)          Any
governmental agency or any court of competent jurisdiction at the instance 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 judgments, writs or warrants of attachment, or similar process, in excess of fifty thousand dollars ($45,000)
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


 


 


 




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(h)          The
Company shall have 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


 


(i)          The
Company shall have its Common Stock delisted from a market (including the OTCQB marketplace) 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, within 3 business days of the request of the Holder; or


 


(m)          The
Company shall not be “current” in its filings with the Securities and Exchange Commission; or


 


(n)          The
Company shall lose the “bid” price for its stock and a market (including the OTCBB marketplace or other exchange)


 


Then, or
at any time thereafter, unless cured within 5 days, 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 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. In
the event of a breach of Section 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. The penalty for a breach of Section 8(n) shall be an increase of the outstanding principal amounts by 20%. In case 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
outstanding principal due under this Note shall increase by 10%.


 


 


 




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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 Deliver 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)]


 


The Company must pay the Failure to Deliver
Loss by cash payment, and any such cash payment must be made by the third business day from the time of the Holder’s written
notice to the Company.


 


9.          In
case any provision of this Note is held by a court of competent jurisdiction to be excessive in scope or otherwise invalid or
unenforceable, such provision shall be adjusted rather than voided, if possible, so that it is enforceable to the maximum extent
possible, and the validity and enforceability of the remaining provisions of this Note will not in any way be affected or impaired
thereby.


 


10.         Neither
this Note nor any term hereof may be amended, waived, discharged 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 allow for salability of the conversion shares or (ii) accept such opinion from
Holder’s counsel.


 


12.         The
Company shall issue irrevocable transfer agent instructions reserving 27,272,000 shares of its Common Stock for conversions
under this Note (the “Share Reserve”). Upon full conversion of this Note, any shares remaining in the Share
Reserve shall be cancelled. The Company shall pay all costs associated with issuing and delivering the shares. The company
should at all times reserve a minimum of four times the amount of shares required if the note would be fully converted. The
Holder may reasonably request increases from time to time to reserve such amounts.


 


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.


 


 


 




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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.


 


 


 




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


 


Dated: February 10th,
2015


 


	 	PROPANC HEALTH GROUP CORP
	 	 
	 	By: 	/s/ James Nathanielsz
	 	 
	 	James Nathanielsz, Chief Executive Officer


 


 


 




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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 Propanc Health Group Corp.
(“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: 	 
	 	[Print Name of Holder and Title of Signer] 





	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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