Exhibit 4.2


 





10%
PER ANNUM, $250,000 JUNIOR SUBORDINATED CONVERTIBLE NOTE


Note
#2


 


FOR
VALUE RECEIVED, Propanc Health Group Corporation, a Delaware corporation (the “Maker” of this security) with at least
100,000,000 common shares issued and outstanding, issues this security and promises to pay to Regal Consulting, a limited liability
company organized under the laws of the state of Delaware, or its Assignees (the “Holder”), the Principal Sum along
with the interest and any other fees according to the terms herein. This Note will become effective ninety (90) days following
execution by both parties (the “Effective Date”). If the Consulting Agreement between the Maker and the Holder
dated as of November 18th, 2016 is terminated at any time prior to the Effective Date, then this Note will be immediately
cancelled and of no further effect.


 


The
“Principal Sum” is $250,000 (Two Hundred and Fifty Thousand Dollars) plus accrued and unpaid interest and any other
fees. The note shall bear simple interest of 10% per year accruing from the Effective Date.


 


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 Consulting Agreement or this Note, no payment pursuant
to this Note will occur until such time as the 2015 and 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.


 


MATURITY:


The
Maturity Date is two years from the Effective Date (the “Maturity Date”) and is the date upon which the Principal Sum
of this Note, as well as any unpaid interest and other fees, shall be due and payable.


  


CONVERSION:


The
Conversion Price shall be the lesser of $0.01 or 65% of the three lowest trades in the 10 trading days prior to the
conversion (the “Conversion Price”);


 


Unless
otherwise agreed in writing by both parties, at no time will the Holder convert any amount of the Note into common stock that would
result in the Holder owning more than 4.99% of the Maker’s common stock outstanding;


 






     


     


    

 


The
Maker may not make payments on this Note prior to the Maturity Date without written approval from the Holder;


 


The
Holder has the right, at any time six months after the Effective Date, at its election, to convert all or part of the outstanding
and unpaid Principal Sum and accrued interest into shares of fully paid and non-assessable shares of common stock of the Maker
as per this conversion formula: Number of shares receivable upon conversion equals the amount of the then outstanding and unpaid
Principal Sum plus accrued and unpaid interest divided by the Conversion Price;


 


Conversion
notices are to be delivered to the Maker and Transfer Agent by method of the Holder’s choice (including but not limited to
email, facsimile, mail, overnight courier, or personal delivery), and all conversions shall be cashless and not require further
payment from the Holder. The Maker shall have been thereafter deemed to have irrevocably confirmed and irrevocably ratified such
notice of conversion and waived any objection thereto.


 


The
Maker shall deliver the shares from any conversion to the Holder (in any name directed by the Holder) within 3 (three) business
days of conversion notice delivery.


 


If
the Maker fails to deliver shares in accordance with the timeframe stated above, the Holder, at any time prior to selling all of
those shares, may rescind any portion, in whole or in part, of that particular conversion attributable to the unsold shares and
have the rescinded conversion amount returned to the Principal Sum with the rescinded conversion shares returned to the Maker (under
the Holder’s and the Maker’s expectations that any returned conversion amounts will tack back to the original date
of the Note). In addition, for each conversion, in the event that shares are not delivered by the fourth business day (inclusive
of the day of conversion), and the delay solely and directly results in Holder receiving a lower sales price for such converted
shares that were subject to the delay and were immediately sold by Holder, then, in such event, Maker will pay Holder for the difference
between the highest trading price as of the third business day after delivery of the conversion notice and the selling price of
such shares.


 


RESERVATION
OF SHARES: At all times during which this Note is convertible, the Maker will reserve from its authorized and unissued Common Stock
to provide for the issuance of Common Stock upon the full conversion of this Note. The Maker will at all times reserve at least
100,000,000 shares of Common Stock for conversion.


 


DEFAULT:
The following are events of default under this Note: (i) the Maker shall fail to pay any principal under the Note when due and
payable (or payable by conversion) thereunder; or (ii) the Maker shall fail to pay any interest or any other amount under the Note
when due and payable (or payable by conversion) thereunder; or (iii) a receiver, trustee or other similar official shall be appointed
over the Maker or a material part of its assets and such appointment shall remain uncontested for twenty (20) days or shall not
be dismissed or discharged within sixty (60) days; or (iv) the Maker shall become insolvent or generally fails to pay, or admits
in writing its inability to pay, its debts as they become due, subject to applicable grace periods, if any; or (v) the Maker shall
make a general assignment for the benefit of creditors; or (vi) the Maker shall file a petition for relief under any bankruptcy,
insolvency or similar law (domestic or foreign); or (vii) an involuntary proceeding with respect to a bankruptcy or similar event
shall be commenced or filed against the Maker.


 






     


     


    

 


REMEDIES:
In the event of any default, the outstanding Principal Sum of this Note, plus accrued but unpaid interest, fees and other amounts
owing, in respect thereof through the date of acceleration, shall become, at the Holder’s election, immediately due and payable
in cash at the Mandatory Default Amount. The Mandatory Default Amount means the outstanding Principal Sum of this Note, plus all
accrued and unpaid interest, fees and other amounts hereon, divided by the Conversion Price on the date the Mandatory Default Amount
is either demanded or paid in full, whichever has a lower Conversion Price, multiplied by the volume weighted average price (the
“VWAP”) on the date the Mandatory Default Amount is either demanded or paid in full, whichever has a higher VWAP. Commencing
five (5) days after the occurrence of any event of default that results in the eventual acceleration of this Note, the interest
rate on this Note shall accrue at an interest rate equal to the lesser of 18% per annum or the maximum rate permitted under applicable
law. In connection with such acceleration described herein, the Holder need not provide, and the Maker hereby waives, any presentment,
demand, protest or other notice of any kind, and the Holder may immediately and without expiration of any grace period enforce
any and all of its rights and remedies hereunder and all other remedies available to it under applicable law. Such acceleration
may be rescinded and annulled by the Holder at any time prior to payment hereunder and the Holder shall have all rights as a holder
of the note until such time, if any, as the Holder receives full payment pursuant hereto. No such rescission or annulment shall
affect any subsequent event of default or impair any right consequent thereon. Nothing herein shall limit the Holder’s right
to pursue any other remedies available to it at law or in equity including, without limitation, a decree of specific performance
and/or injunctive relief with respect to the Maker’s failure to timely deliver certificates representing shares of Common
Stock upon conversion of the Note as required pursuant to the terms hereof.


 


NO
SHORTING: The Holder agrees that so long as this Note from the Maker to the Holder remains outstanding, the Holder will not
enter into or effect “short sales” of the Common Stock or hedging transaction which establishes a net short
position with respect to the Common Stock of the Maker. The Maker acknowledges and agrees that upon delivery of a conversion
notice by the Holder, the Holder immediately owns the shares of Common Stock described in the conversion notice and any sale
of those shares issuable under such conversion notice would not be considered short sales.


 


ASSIGNABILITY:
The Maker may not assign this Note. This Note will be binding upon the Maker and its successors and will inure to the benefit of
the Holder and its successors and assigns and may be assigned by the Holder to anyone without the Maker’s approval.


 






     


     


    

 


GOVERNING
LAW. This Note will be governed by, and construed and enforced in accordance with, the laws of the state of New York, without regard
to the conflict of laws principles thereof. Any action brought by either party against the other concerning the transactions contemplated
by this Agreement shall be brought only in the state of New York. Both parties and the individuals signing this Agreement agree
to submit to the jurisdiction of such courts.


 


DELIVERY
OF PROCESS BY THE MAKER TO THE HOLDER: In the event of any action or proceeding by the HOLDER against the MAKER, and only by the
HOLDER against the MAKER, service of copies of summons and/or complaint and/or any other process which may be served in any such
action or proceeding may be made by the Holder via U.S. Mail, overnight delivery service such as FedEx or UPS, email, fax, or process
server, or by mailing or otherwise delivering a copy of such process to the MAKER at its last known attorney as set forth in its
most recent SEC filing.


 


ATTORNEY
FEES: If any attorney is employed by either party with regard to any legal or equitable action, arbitration or other proceeding
brought by such party for enforcement of this Note or because of an alleged dispute, breach, default or misrepresentation in connection
with any of the provisions of this Note, the prevailing party will be entitled to recover from the other party reasonable attorneys'
fees and other costs and expenses incurred, in addition to any other relief to which the prevailing party may be entitled.


 


OPINION
OF COUNSEL: In the event that an opinion of counsel is needed for any matter related to this Note, the Holder has the right to
have any such opinion provided by Maker’s counsel at the cost of the Maker.


 


NOTICES:
Any notice required or permitted hereunder (including Conversion Notices) must be in writing and either personally served, sent
by facsimile or email transmission, or sent by overnight courier. Notices will be deemed effectively delivered at the time of transmission
if by facsimile or email, and if by overnight courier the business day after such notice is deposited with the courier service
for delivery, all costs prepaid.


 





	MAKER:	 	 	 
	 	 	 	 
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	Name: 	 	 	 
	 	 	 	 
	Date: 	 	 	 
	 	 	 	 
	Company & Position:	 	 	 
	 	 	 	 
	HOLDER:	 	 	 
	 	 	 	 
	Signature: 	 	 	 
	 	 	 	 
	Name: 	 	 	 
	 	 	 	 
	Date: 	 	 	 
	 	 	 	 
	Company & Position: