Exhibit
10.3


 


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: December 6, 2017	 	Principal
    Amount:


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
December 6, 2020 (the "Maturity Date"), the principal amount of fifty thousand dollars ($50,000) 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 and any accrued interest commencing
as of the date which is the earlier of:


(i)
One day subsequent to the execution of an agreement to a transaction whose completion would result in a "Change of Control"
of the Company. For purposes of this Note, a Change of Control shall be defined as any transaction or series of transactions,
whether by merger, sale of substantially all of the assets, or sale or transfer of more than fifty percent (50%) of the outstanding
stock of the relevant entity in which the members of the Board of Directors immediately preceding the closing of the Change of
Control transaction no longer constitute a majority of the Board of Directors of the surviving entity following the closing of
such transaction.


(ii)
One day subsequent to the execution of an agreement to a transaction whose completion would result in a "Change of Control"
of KCL Therapeutics, Inc. For purposes of this Note, a Change of Control shall be defined as any transaction or series of transactions,
whether by merger, sale of substantially all of the assets, or sale or transfer of more than fifty percent (50%) of the outstanding
stock of the relevant entity in which the members of the Board of Directors immediately preceding the closing of the Change of
Control transaction no longer constitute a majority of the Board of Directors of the surviving entity following the closing of
such transaction.


(iii)
One day subsequent to the commencement, in compliance with applicable law, of a broad solicitation by a third party to purchase
a majority percentage of the Company's outstanding equity securities for a limited period of time contingent on shareholders of
the Company tendering a fixed number of their equity securities ("Tender Offer"). 


(iv)
One day subsequent to the closing of a Transaction Event:


"Transaction
Event" shall mean either of:


(a)
The sale by the Company or by KCL Therapeutics, Inc. of the Company's proprietary NR2F6 intellectual property to an unaffiliated
third party, or,


(b)
The granting of a license by the Company or by KCL Therapeutics, Inc. to an unaffiliated third party granting that unaffiliated
third party the right to develop and/or commercialize the Company's proprietary NR2F6 intellectual property





(v)
That date which is twenty four (24) months subsequent to the date of execution of this Note.


 


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 $0.025 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. 


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. 





2.5
Reverse Stock Splits. If the number of shares of Common Stock outstanding at any time while this Note is outstanding is decreased
by a combination of the outstanding shares of Common Stock, then, following the record date of such combination, the Conversion
Price shall be appropriately increased so that the number of shares of Common Stock issuable on conversion hereof shall be decreased
in proportion to such decrease in outstanding shares.


2.6
Stock Dividends and Stock Splits. If the Company, at any time while this Note is outstanding subdivides outstanding shares
of Common Stock into a larger number of shares then the Conversion price shall be multiplied by a fraction of which the numerator
shall be the number of shares of Common Stock (excluding any treasury shares of the Company) outstanding immediately before such
event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event





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 $0.025 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 	 	 
	David R. Koos, CEO	 	 
	 	 	 
	12/29/ 2017	 	 


 






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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 December
20, 2017 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 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	 	 


[1
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 $0.025 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 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


 



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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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