EXHIBIT 4.5


 


 


THIS NOTE AND THE COMMON
STOCK ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE
COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER (THE "1933 ACT”)


 


 


US $100,000.00 


 


 


PROPANC HEALTH GROUP CORPORATION


8% CONVERTIBLE REDEEMABLE JUNIOR SUBORDINATED
NOTE


DUE OCTOBER 31, 2017


BACK END NOTE


 


FOR VALUE RECEIVED,
Propanc Health Group Corp. (the “Company”) promises to pay to the order of EAGLE EQUITIES, LLC and its authorized successors
and Permitted Assigns, defined below, ("Holder"), the aggregate principal face amount of One Hundred Thousand
Dollars exactly (U.S. $100,000.00) on October 31, 2017 ("Maturity Date") and to pay interest on the principal
amount outstanding hereunder at the rate of 8% per annum commencing on October 31, 2016. 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 525 Norton Parkway, New Haven, CT 06511, 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. Permitted
Assigns means any Holder assignment, transfer or sale of all or a portion of this Note accompanied by an Opinion of Counsel as
provided for in Section 2(f) of the Securities Purchase Agreement by and between the Company and the Holder dated as of October
31, 2016 (the “Securities Purchase Agreement”).


 






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The Holder, for itself
and its successors and assigns, agrees that this Note, and the payment of amounts due hereunder, are junior to and subordinate
in all respects to the existing debt of the Company pursuant to that certain 5% Original Issue Discount Senior Secured Convertible
Debenture with an original issue date of October 28, 2015 (the “2015 Debenture”), and the 5% Original Issue Discount
Senior Secured Convertible Debenture with an original issue date of September 13, 2016 (the “2016 Debenture”), in each
case issued by the Company to Delafield Investments Limited (“Delafield”), as amended, modified, supplemented, restated,
refinanced or replaced from time to time. Notwithstanding anything to contrary in the Securities Purchase Agreement or this Note,
no payment pursuant to this Note will occur until such time as the 2015 Debenture and 2016 Debenture have been fully repaid. Any
delay in the payment hereunder as a result of this subordination will not trigger any right to rescind, penalty or event of default
hereunder.


 


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. To the extent that Holder subsequently transfers,
assigns, sells or exchanges any of the multiple lesser denomination notes, Holder acknowledges that it will provide the Company
with Opinions of Counsel as provided for in Section 2(f) of the Securities Purchase Agreement (“Opinions of Counsel”).


 


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"), applicable
state securities laws and Sections 2(f) and 5(f) of the Securities Purchase Agreement. 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 prequalified 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. All notices of conversion will be accompanied by an Opinion of Counsel.


 






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4.       (a)The Holder of this Note
is entitled, at its option, at any time after cash payment, 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 60% of the lowest closing bid price of the Common
Stock as reported on the National Quotations Bureau OTC Markets exchange which the Company’s shares are traded or any exchange
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
together with an Opinion of Counsel, 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). For purposes of the above calculations, a
day shall not be considered a trading day if there was no trading volume for the Company’s Common Stock for that particular
day. 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. 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.
To the extent the Conversion Price of the Company’s Common Stock closes below the par value per share, the Company will take
all steps necessary to solicit the consent of the stockholders to reduce the par value to the lowest value possible under law.
The Company agrees to honor all conversions submitted pending this increase. In the event the Company experiences a DTC “Chill”
on its shares, the conversion price shall be decreased to 50% instead of 60% while that “Chill” is in effect. If
the Company fails to maintain the share reserve at the 4x discount of the note 60 days after the issuance of the note, the
conversion discount shall be increased by 10%. 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 4.99% of the
outstanding shares of the Common Stock of the Company (which may be increased up to 9.9% upon 60 days’ prior written notice
by the Investor).


 


(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)       This
Note may not be prepaid, except that if the $100,000 Rule 144 convertible redeemable note issued by the Company of even date herewith
is redeemed by the Company within 6 months of the issuance date of such Note, all obligations of the Company under this Note and
all obligations of the Holder under the Holder issued Back End Note will be automatically be deemed satisfied and this Note and
the Holder issued Back End Note will be automatically be deemed cancelled and of no further force or effect.


 


(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 (excluding an increase in authorized capital) 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.


 






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(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.


 


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


 






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(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 (which does not include a “going concern opinion); (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 two hundred fifty thousand dollars ($250,000)
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


 


(h)       The
Company has 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 an exchange (including the OTC Markets exchange) or, if the Common Stock trades
on an exchange, then trading in the Common Stock shall be suspended for more than 10 consecutive days or ceases to file its 1934
act reports with the SEC;


 


(j)       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 which includes an Opinion of Counsel expressing an opinion which supports the removal
of a restrictive legend; or


 


(k)        The
Company shall not replenish the reserve set forth in Section 12, within 5 business days of the request of the Holder; or


 






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(l)        The
Company shall cease to be “current” in its filings with the Securities and Exchange Commission; or


 


(m) The Company shall
lose the “bid” price for its stock in a market (including the OTC marketplace or other exchange)


 


Then, or at any time thereafter, unless
cured, 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(j), the parties agree
that damages shall be difficult to determine and in lieu of a penalty, the parties agree to a liquidated damages payment of $250
per day the shares are not issued beginning on the 4th day after the conversion notice was delivered to the Company.
This liquidated damages payment shall increase to $500 per day beginning on the 10th day. In the event of a breach of
Section 8(m), the parties agree that damages shall be difficult to determine and in lieu of a penalty, the parties agree to an
increase of the outstanding principal amounts by 20% as a liquidated damages payment. In case of a breach of Section 8(i), the
parties agree that damages shall be difficult to determine and in lieu of a penalty, the parties agree to an increase of the outstanding
principal amounts by 50% as a liquidated damages payment. Further, if a breach of Section 8(l) occurs or is continuing after the
6 month anniversary of the Note, then the Holder shall be entitled to use the lowest closing bid price during the delinquency period
as a base price for the conversion. For example, if the lowest closing bid price during the delinquency period is $0.01 per share
and the conversion discount is 50% the Holder may elect to convert future conversions at $0.005 per share. If this Note is not
paid at maturity, the outstanding principal due under this Note shall increase by 10%.


 


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.


 


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.


 






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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.


 


12.       Prior
to cash funding of this Note, The Company will issue irrevocable transfer agent instructions reserving 3x the number of shares
of Common Stock necessary to allow the holder to convert this note based on the discounted conversion price set forth in Section
4(a) herewith. Upon full conversion of this Note, the reserve representing this Note shall be cancelled. The Company will pay all
transfer agent costs associated with issuing and delivering the shares. If such amounts are to be paid by the Holder, it may deduct
such amounts from the Conversion Price. Conversion Notices may be sent to the Company or its transfer agent via electric mail.
The Company will instruct its transfer agent to provide the outstanding share information to the Holder in connection with its
conversions.


 


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.


 


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 or in
the Federal courts sitting in the county or city 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:                  


 


 


 


PROPANC HEALTH GROUP CORPORATION


 


By: __________________________________


 


Title: 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 Corporation
(“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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