Exhibit 4.1


 


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 $150,000.00


 


PROPANC HEALTH GROUP CORPORATION


8% CONVERTIBLE REDEEMABLE PROMISSORY NOTE


DUE DECEMBER 2, 2018


 


FOR VALUE RECEIVED, Propanc
Health Group Corporation (the “Company”) promises to pay to the order of Delafield Investments Limited and its authorized
successors and Permitted Assigns, defined below, ("Holder"), the aggregate principal face amount of One Hundred
Fifty Thousand Dollars exactly (U.S. $150,000.00) on December 2, 2018 ("Maturity Date") and to pay interest on
the principal amount outstanding hereunder at the rate of 8% per annum commencing on December 2, 2016. All outstanding principal
and accrued interest shall be due and payable at the Maturity Date unless previously converted at the election of the Holder in
accordance with the terms of this Note. The principal of, and interest on, this Note are payable at the address of the Holder last
appearing on the records of the Company as designated in writing by the Holder hereof from time to time. The Company will pay outstanding
principal and accrued interest due upon this Note before or on the Maturity Date, less any amounts required by law to be deducted
or withheld or amounts otherwise converted, 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 payment of
outstanding principal and interest hereunder and shall satisfy and discharge the liability for principal and interest on this Note
to the extent of the sum represented by such check or wire transfer. Interest may 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 to the Company that shall be in form, substance and scope customary for opinions of counsel
in comparable transactions to the effect that the securities to be sold or transferred may be sold or transferred pursuant to an
exemption from such registration, which opinion may be accepted by the Company in its reasonable discretion (“Opinion of
Counsel”).


 


This Note is subject to
the following additional provisions:


 


 



Initials


 




     


     


    

 


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 the Company must first receive
an Opinion 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"), 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 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.


 


4.          (a)          The
Holder of this Note is entitled, at its option, 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 65% of the average of the three lowest closing bid prices of the Common
Stock as reported by the National Quotations Bureau OTC Markets exchange on 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. 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 55% instead of 65% 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 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). 


 


 



Initials


 





    	 	2	 



     


    

 


(b)          Interest
on any unpaid principal balance of this Note shall accrue at the rate of 8% per annum. Interest may 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 and shall be subtracted
from interest amounts due and owing.


 


(c)          The
Note may be prepaid at any time at 135% of the face amount plus any accrued interest. Such prepayment must be closed and funded
within 3 days of giving notice of prepayment or the right to prepay 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 (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 135% 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.


 


 



Initials



 




    	 	3	 



     


    

 


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 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 (i) become insolvent (which does not include a “going concern” opinion); (ii) admit in writing its inability
to pay its debts generally as they mature; (iii) make an assignment for the benefit of creditors or commence proceedings for its
dissolution; (iv) 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; (v) 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


 


 



Initials



 




    	 	4	 



     


    

 


(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 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;


 


(i)           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


 


(j)           The Company shall not replenish
the reserve set forth in Section 12, within 3 business days of the request of the Holder; or


 


(k)          The
Company shall cease to file its periodic report filings pursuant to the Securities Exchange Act of 1934, as amended, with the Securities
and 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 18% per annum or, if such rate is usurious or not permitted by
current law, then at the highest rate of interest permitted by law.


 


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 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.


 


 



Initials



 




    	 	5	 



     


    

 


12.         The
Company shall issue irrevocable transfer agent instructions reserving three times the maximum number of 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 should at all times reserve a minimum of three 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. The Company will instruct its transfer agent to provide the outstanding share information to the Holder in connection
with its conversions.


 


13.         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.


 


[Signature page follows]


 


 



Initials



 




    	 	6	 



     


    

 


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


 


Dated: December 2, 2016


 


	 	PROPANC HEALTH GROUP CORPORATION
	 	 	 
	 	By:	 
	 	 	 
	 	Title: James Nathanielsz, Chief Executive Officer


 


 



Initials



 




    	 	7	 



     


    

 


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:	 	 


 


 



Initials


 





    	 	8