THIS
NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER THE SECURITIES LAWS
OF CERTAIN STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD
EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. LENDERS
SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE
ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT
ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.


 


GS
CAPITAL PARTNERS, LLC


COLLATERALIZED
SECURED PROMISSORY NOTE


BACK
END NOTE


 


 





	$85,000.00	 	New
    York, NY
	 	 	August
    23, 2017


 


 


		1.	Principal
                                         and Interest



 


FOR
VALUE RECEIVED, GS CAPITAL PARTNERS, LLC, (the "Company") hereby absolutely and unconditionally promises to pay to Regen
Biopharma, Inc. (the "Lender"), or order, the principal amount of Eighty Five Thousand Dollars ($85,000.00) no later
than April 23, 2018, unless the Lender does not meet the "current information requirements" required under Rule 144
of the Securities Act of 1933, as amended, in which case the Company may declare the offsetting note issued by the Lender on the
same date herewith to be in Default (as defined in that note) and cross cancel its payment obligations under this Note as well
as the Lenders payment obligations under the offsetting note. This Full Recourse Note shall bear simple interest at the rate of
8% per annum.


 


		2.	Repayments
                                         and Prepayments; Security.



a.                  
All principal under this Note shall be due and
payable no later than April 23, 2018, unless the Lender does not meet the "current information requirements" required
under Rule 144 of the Securities Act of 1933, as amended, in which case the Company may declare the offsetting note issued by
the Lender on the same date herewith to be in Default (as defined in that note) and
cross cancel its payment obligations under this Note as well as the Lenders payment obligations under the offsetting note.


 


b.                
The Company may pay this Note at any time. This
note may not be assigned by the Lender, except by operation of law.


 


c.                 
This Note shall initially be secured by the pledge
of the $85,000.00 8% convertible promissory note issued to the Company by the Lender on even date herewith (the "Lender Note").
The Company may exchange this collateral for other collateral with an appraised value of at least $85,000.00, by providing
3 days prior written notice to the Lender. If the Lender does not object to the substitution of collateral in that 3
day period, such substitution of collateral shall be deemed to have been accepted by the Lender. Notwithstanding the foregoing,
an exchange of collateral for $85,000.00 in cash shall not require the approval of the Lender. Any collateral exchange shall not
constitute a waiver of any defaults under a Lender note. All collateral shall be retained by New Venture Attorneys, P.C.,
which shall act as the escrow agent for the collateral for the benefit of the Lender. The Company may not effect any conversions
under the Lender Note until it has made full cash payment for the portion of the Lender.


 



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		3.	Events
                                         of Default; Acceleration.



a.                 
The principal amount of this Note is subject
to prepayment in whole or in part upon the occurrence and during the continuance of any of the following events (each,
an "Event of Default"): the initiation of any bankruptcy, insolvency, moratorium, receivership or reorganization
by or against the Company, or a general assignment of assets by the Company for the benefit of creditors. Upon the occurrence
of any Event of Default, the entire unpaid principal balance of this Note and all of the unpaid interest accrued thereon shall
be immediately due and payable. The Company may offset amounts due to the Lender under this Note by similar amounts that may be
due to the Company by the Lender resulting from breaches under the Lender Note.


 


b.                 
No remedy herein conferred upon the Lender is
intended to be exclusive of any other remedy and each and every remedy shall be cumulative and in addition to every other remedy
hereunder, now or hereafter existing at law or in equity or otherwise. The Company accepts and agrees that this Note is a full
recourse note and that the Lender may exercise any and all remedies available to it under law.


 


		4.	Notices.



a.                   
All notices, reports and other communications
required or permitted hereunder shall be in writing and may be delivered in person, by telecopy with written confirmation, overnight
delivery service or U.S. mail, in which event it may be mailed by first-class, certified or registered, postage prepaid, addressed
(i) if to a Lender, at such Lender's address as the Lender shall have furnished the Company in writing and (ii) if to the Company
at such address as the Company shall have furnished the Lender(s) in writing.


 


b.                 
Each such notice, report or other communication
shall for all purposes under this Note be treated as effective or having been given when delivered if delivered personally or,
if sent by mail, at the earlier of its receipt or 72 hours after the same has been deposited in a regularly maintained receptacle
for the deposit of the United States mail, addressed and mailed as aforesaid, or, if sent by electronic communication with confirmation,
upon the delivery of electronic communication.


 









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		5.	Miscellaneous.



 


a.                   
Neither this Note nor any provisions hereof may
be changed, waived, discharged or terminated orally, but only by a signed statement in writing.


 


b.                
No failure or delay by the Lender to exercise
any right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege
preclude any other right, power or privilege. The provisions of this Note are severable and if any one provision hereof shall
be held invalid or unenforceable in whole or in part in any jurisdiction, such invalidity or unenforceability shall affect only
such provision in such jurisdiction. This Note expresses the entire understanding of the parties with respect to the transactions
contemplated hereby. The Company and every endorser and guarantor of this Note regardless of the time, order or place of signing
hereby waives presentment, demand, protest and notice of every kind, and assents to any extension or postponement of the time
for payment or any other indulgence, to any substitution, exchange or release of collateral, and to the addition or release of
any other party or person primarily or secondarily liable.


 


c.                 
If Lender retains an attorney for collection
of this Note, or if any suit or proceeding is brought for the recovery of all, or any part of, or for protection of the indebtedness
respected by this Note, then the Company agrees to pay all costs and expenses of the suit or proceeding, or any appeal thereof,
incurred by the Lender, including without limitation, reasonable attorneys' fees.


 


d.                 
This Note shall for all purposes be governed
by, and construed in accordance with the laws of the State of New York (without reference to conflict of laws).


 


e.                 
This Note shall be binding upon the Company's
successors and assigns, and shall inure to the benefit of the Lender's successors and assigns.


 









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IN
WITNESS WHEREOF, the Company has caused this Note to be executed by its duly authorized officer to take effect as of the date
first hereinabove written.


 





	 	 	GS CAPITAL PARTNERS, LLC
	 	 	 
	 	By:	 
	 	Title:	 
	 	 	 
	 	 	APPROVED:
	 	 	 
	 	 	REGEN BIOPHARMA, INC.
	 	 	 
	 	By:	/s/ David
    R. Koos
	 	Title:	Chairman and CEO






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