Exhibit 4.3


 


NEITHER THE ISSUANCE AND SALE OF
THE SECURITIES REPRESENTED BY THIS NOTE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE 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) UNLESS AN OPINION OF COUNSEL TO THE COMPANY HAS BEEN ISSUED INDICATING THAT REGISTRATION IS NOT REQUIRED
UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. 


 


Principal Amount: $250,000


Original Issue Date: December __, 2016


 


JUNIOR SUBORDINATED PROMISSORY
NOTE


 


Propanc Health Group
Corporation, (hereinafter called the “Company”), hereby promises to pay to the order of GHS Investments, LLC,
a Nevada Limited Liability Company, or its registered assigns (the “Holder”) the sum of Two Hundred Fifty Thousand
($250,000.00), nine (9) months from the original issue date (the “Maturity Date”), together with any interest as set
forth herein, and to pay interest on the unpaid principal balance hereof at the rate of Ten percent (10%) (the “Interest
Rate”) per annum from the date hereof (the “Issue Date”) until the same becomes due and payable, whether at maturity
or upon acceleration or by prepayment or otherwise.


 


This Note may not
be prepaid in whole or in part except as otherwise explicitly set forth herein. Any amount of principal or interest on this Note
which is not paid when due shall bear interest at the rate of twenty percent (20%) per annum from the due date thereof until the
same is paid (“Default Interest”). Interest shall commence accruing on the date that the Note is fully paid and shall
be computed on the basis of a 365-day year and the actual number of days elapsed. All payments due hereunder (to the extent not
converted into common stock of the Company (the “Common Stock”)) shall be made in lawful money of the United States
of America.


 


All payments shall be made
at such address as the Holder shall hereafter give to the Company by written notice made in accordance with the provisions of this
Note. Whenever any amount expressed to be due by the terms of this Note is due on any day which is not a business day, the same
shall instead be due on the next succeeding day which is a business day and, in the case of any interest payment date which is
not the date on which this Note is paid in full, the extension of the due date thereof shall not be taken into account for purposes
of determining the amount of interest due on such date. As used in this Note, the term “business day” shall mean any
day other than a Saturday, Sunday or a day on which commercial banks in the city of New York, New York are authorized or required
by law or executive order to remain closed. Each capitalized term used herein,
and not otherwise defined, shall have the meaning ascribed thereto in the Equity Financing Agreement dated as of December 1, 2016
by and between the Holder and the Company (the “Equity Financing Agreement”).


 




    	 	1	 



     


    

 


This Note is free
from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights
or other similar rights of shareholders of the Company and will not impose personal liability upon the holder thereof.


 


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 Equity Finance 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.


 


The following terms shall apply to
this Note:


 


ARTICLE I. CONVERSION RIGHTS


 


1.1             Conversion
Right. Upon the earlier of (a) one hundred and eighty (180) calendar days from the execution of this Note or (b) an effective
registration statement covering the shares of Common Stock subject to conversion under the Note, the Holder shall have the right
to convert all or any 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”); provided, however, that in no event shall the Holder
be entitled to convert any portion of this Note in excess of that portion of this Note upon conversion of which the sum of (1)
the number of shares of Common Stock beneficially owned by the Holder and its affiliates (other than shares of Common Stock which
may be deemed beneficially owned through the ownership of the unconverted portion of the Notes or the unexercised or unconverted
portion of any other security of the Company subject to a limitation on conversion or exercise analogous to the limitations contained
herein) and (2) the number of shares of Common Stock issuable upon the conversion of the portion of this Note with respect to which
the determination of this proviso is being made, would result in beneficial ownership by the Holder and its affiliates of more
than 4.99% of the outstanding shares of Common Stock. For purposes of the proviso to the immediately preceding sentence, beneficial
ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), and Regulations 13D-G thereunder. The number of shares of Common Stock to be issued upon each conversion of this Note
shall be determined by dividing the Conversion Amount (as defined below) by the applicable Conversion Price then in effect on the
date specified in the notice of conversion, (the “Notice of Conversion”), delivered to the Company by the Holder in
accordance with this Note; provided that the Notice of Conversion is submitted by facsimile or e-mail (or by other means resulting
in, or reasonably expected to result in, notice) to the Company before 6:00 p.m., New York, New York time on such conversion date
(the “Conversion Date”). Notwithstanding the foregoing, the term "4.99%" above shall be replaced with "9.99%"
following any Event of Default if the Holder, in its sole discretion and in writing, elects to demand the replacement. If the term
"4.99%" is replaced with "9.99%" pursuant to the preceding sentence, such increase to "9.99%" shall
remain at 9.99% until decreased by the Holder in writing.


 




    	 	2	 



     


    

 


The term “Conversion
Amount” means, with respect to any conversion of this Note, the sum of (1) the principal amount of this Note to be converted
in such conversion plus (2) at the Company’s option, accrued and unpaid interest, if any, on such principal amount
at the interest rates provided in this Note to the Conversion Date, plus (3) at the Company’s option, Default Interest,
if any, on the amounts referred to in the immediately preceding clauses (1) and/or (2) plus (4) at the Holder’s option,
any amounts owed to the Holder.


 


1.2             Conversion
Price.


 


(a)          Calculation
of Conversion Price.


 


Following an effective
registration statement, this Note shall be convertible into Common Stock of the Company, valued at a thirty percent (30%) discount
off of the lowest trading price for the Common Stock during the ten (10) trading days preceding a conversion.


 


In the absence of a registration
statement being declared effective within one hundred and eighty (180) calendar days from its filing, the Holder shall have the
right to convert this Note in its entirety or in part(s) into Common Stock of the Company valued at a thirty five percent (35%)
discount off of the average of the three (3) lowest volume-weighted average prices for the Common Stock during the fifteen (15)
trading days immediately preceding a conversion date.


 


1.3             Authorized
Shares. The Company covenants that during the period the conversion right exists the Company will reserve from its authorized
and unissued Common Stock a sufficient number of shares, free from preemptive rights, to provide for the issuance of Common Stock
upon the full conversion of this Note. The Company is required at all times to have authorized and reserved three times the number
of shares that is actually issuable upon full conversion of the Note (based on the Conversion Price of the Notes in effect from
time to time)(the “Reserved Amount”). The Reserved Amount shall be increased from time to time in accordance with the
Company’s obligations pursuant to this Note.


 


The Company represents
that upon issuance, such shares of Common Stock will be duly and validly issued, fully paid and non-assessable. In addition, if
the Company shall issue any securities or make any change to its capital structure which would change the number of shares of
Common Stock into which the Notes shall be convertible at the then current Conversion Price, the Company shall at the same time
make proper provision so that thereafter there shall be a sufficient number of shares of Common Stock authorized and reserved,
free from preemptive rights, for Conversion of the outstanding Note.


 




    	 	3	 



     


    

 


The Company (i)
acknowledges that it will irrevocably instruct its transfer agent to issue certificates for the Common Stock issuable
upon conversion of this Note, and (ii) agrees that its issuance of this Note shall constitute full authority to its officers and
agents who are charged with the duty of executing stock certificates to execute and issue the necessary certificates for shares
of Common Stock in accordance with the terms and conditions of this Note.


 


1.4             Method
of Conversion.


 


(a)          Mechanics
of Conversion. Upon the earlier of (a) one hundred and eighty (180) calendar days from the execution of this Note or (b) an
effective registration statement covering the Note, the Holder shall have the right to Convert this Note in whole or in part, by
(A) 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 6:00 p.m., New York, New York time).


 


(b)          Surrender
of Note Upon Conversion. Notwithstanding anything to the contrary set forth herein, upon Conversion of this Note in accordance
with the terms hereof, the Holder 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 Holder and the Company shall maintain records showing the principal amount so
converted and the dates of such conversions or shall use such other method, reasonably satisfactory to the Holder and the Company,
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 Holder shall, prima facie, be controlling and determinative in the absence of manifest error. The Holder
and any assignee, by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following
Conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note represented by this Note may be
less than the amount stated on the face hereof.


 


(c)          Payment
of Taxes. The Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the
issue and delivery of shares of Common Stock or other securities or property on conversion of this Note in a name other than that
of the Holder (or in street name), and the Company shall not be required to issue or deliver any such shares or other securities
or property unless and until the person or persons (other than the Holder or the custodian in whose street name such shares are
to be held for the Holder’s account) requesting the issuance thereof shall have paid to the Company the amount of any such
tax or shall have established to the satisfaction of the Company that such tax has been paid.


 




    	 	4	 



     


    

 


(d)          Delivery
of Common Stock Upon Conversion. Upon receipt by the Company from the Holder of a facsimile transmission or e-mail (or other
reasonable means of communication) of a Notice of Conversion meeting the requirements for conversion as provided in this Note,
the Company shall issue and deliver or cause to be issued and delivered to or upon the order of the Holder, certificates for the
Common Stock issuable upon such conversion within three (3) business days after such receipt (the “Deadline”) (and,
solely in the case of conversion of the entire unpaid principal amount hereof, surrender of this Note) in accordance with the terms
hereof and the Equity Financing Agreement.


 


(e)          Obligation
of Company to Deliver Common Stock. Upon issuance of the shares of Common Stock pursuant to the Notice of Conversion, the Holder
shall be deemed to be the holder 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, and, unless the Company
defaults on its obligations under this Article I, 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, cash or other assets, as herein provided,
on such conversion. If the Holder shall have given a Notice of Conversion as provided herein, the Company’s obligation to
issue and deliver the certificates for Common Stock shall be absolute and unconditional, irrespective of the absence of any action
by the Holder to enforce the same, any waiver or consent with respect to any provision thereof, the recovery of any judgment against
any person or any action to enforce the same, any failure or delay in the enforcement of any other obligation of the Company to
the holder of record, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the
Holder of any obligation to the Company, and irrespective of any other circumstance which might otherwise limit such obligation
of the Company to the Holder in connection with such conversion. The Conversion Date specified in the Notice of Conversion shall
be the Conversion Date so long as the Notice of Conversion is received by the Company before 6:00 p.m., New York, New York time,
on such date.


 


(f)          Delivery
of Common Stock by Electronic Transfer.   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 Holder and its
compliance with the provisions contained in Section 1.1 and in this Section 1.4, the Company shall use its best efforts to cause
its transfer agent to electronically transmit the Common Stock issuable upon conversion to the Holder by crediting the account
of Holder’s Broker with DTC through its Deposit Withdrawal Agent Commission (“DWAC”) system.


 




    	 	5	 



     


    

 


(g)          Failure
to Deliver Common Stock Prior to Deadline. Without in any way limiting the Holder’s right to pursue other remedies, including
actual damages and/or equitable relief, the parties agree that if delivery of the Common Stock issuable upon conversion of this
Note is not delivered by the Deadline the Company shall pay to the Holder $500.00 per day in cash, for each day beyond the Deadline
that the Company fails to deliver such Common Stock. Such cash amount shall be paid to Holder by the fifth day of the month following
the month in which it has accrued or, at the option of the Holder (by written notice to the Company by the first day of the month
following the month in which it has accrued), shall be added to the principal amount of this Note, in which event interest shall
accrue thereon in accordance with the terms of this Note and such additional principal amount shall be convertible into Common
Stock in accordance with the terms of this Note. The Company agrees that the right to convert is a valuable right to the Holder.
The damages resulting from a failure, attempt to frustrate, interference with such conversion right are difficult if not impossible
to qualify. Accordingly the parties acknowledge that the liquidated damages provision contained in this Section are justified.
Any delay or failure of performance by the Company hereunder shall be excused if and to the extent caused by Force Majeure. For
purposes of this agreement, Force Majeure shall mean a cause or event that is not reasonably foreseeable and not caused by the
Company, including acts of God, fires, floods, explosions, riots wars, hurricanes, etc.


 


1.5           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 to the Company (which opinion shall be in form, substance and scope customary for opinions
of counsel in comparable transactions and will be provided within three days of the applicable Notice of Conversion) 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 1.5 and who is an Accredited Investor. Except as otherwise provided herein (and
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 Common Stock 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 AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE
SECURITIES ARE EXERCISABLE HAVE 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) UNLESS AN OPINION OF COUNSEL
TO THE COMPANY HAS BEEN ISSUED INDICATING THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO
RULE 144 OR RULE 144A UNDER SAID ACT.”


 




    	 	6	 



     


    

 


The legend set forth
above shall be removed and the Company shall issue to the Holder a new certificate therefore free of any transfer legend if (i)
the Company or its transfer agent shall have received an opinion of counsel to the Company, 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, which opinion may be accepted by the Company so that the sale or transfer is effected or (ii)
in the case of the Common Stock issuable upon conversion of this Note, such security is registered for sale by the Holder under
an effective registration statement filed 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.


 


1.6             Effect
of Certain Events.


 


(a)          Effect
of Merger, Consolidation, Etc. At the option of the Holder, the sale, conveyance or disposition of all or substantially all
of the assets of the Company, the effectuation by the Company of a transaction or series of related transactions in which more
than 50% of the voting power of the Company is disposed of, or the consolidation, merger or other business combination of the Company
with or into any other Person (as defined below) or Persons when the Company is not the survivor shall either: (i) be deemed to
be an Event of Default (as defined in Article III) pursuant to which the Company shall be required to pay to the Holder upon the
consummation of and as a condition to such transaction an amount equal to the Default Amount (as defined in Article III) or (ii)
be treated pursuant to Section 1.6(b) hereof. “Person” shall mean any individual, corporation, limited liability company,
partnership, association, trust or other entity or organization.


 


(b)          Adjustment
Due to Merger, Consolidation, Etc.     If, at any time when this Note is
issued and outstanding and prior to conversion of all of the Notes, there shall be any merger, consolidation, exchange of shares,
recapitalization, reorganization, or other similar event, as a result of which shares of Common Stock of the Company shall be
changed into the same or a different number of shares of another class or classes of stock or securities of the Company or another
entity, or in case of any sale or conveyance of all or substantially all of the assets of the Company other than in connection
with a plan of complete liquidation of the Company, then the Holder of this Note shall thereafter have the right to receive upon
conversion of this Note, upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Common
Stock immediately theretofore issuable upon conversion, such stock, securities or assets which the Holder would have been entitled
to receive in such transaction had this Note been converted in full immediately prior to such transaction (without regard to any
limitations on conversion set forth herein), and in any such case appropriate provisions shall be made with respect to the rights
and interests of the Holder of this Note to the end that the provisions hereof (including, without limitation, provisions for
adjustment of the Conversion Price and of the number of shares issuable upon conversion of the Note) shall thereafter be applicable,
as nearly as may be practicable in relation to any securities or assets thereafter deliverable upon the conversion hereof. The
Company shall not affect any transaction described in this Section 1.6(b) unless (a) it first gives, to the extent practicable,
thirty (30) days prior written notice (but in any event at least fifteen (15) days prior written notice) of the record date of
the special meeting of shareholders to approve, or if there is no such record date, the consummation of, such merger, consolidation,
exchange of shares, recapitalization, reorganization or other similar event or sale of assets (during which time the Holder shall
be entitled to convert this Note) and (b) the resulting successor or acquiring entity (if not the Company) assumes by written
instrument the obligations of this Section 1.6(b). The above provisions shall similarly apply to successive consolidations, mergers,
sales, transfers or share exchanges.


 




    	 	7	 



     


    

 


(c)           Adjustment
Due to Distribution. If the Company shall declare or make any distribution of its assets (or rights to acquire its
assets) to holders of Common Stock as a dividend, stock repurchase, by way of return of capital or otherwise (including any
dividend or distribution to the Company’s shareholders in cash or shares (or rights to acquire shares) of capital stock
of a subsidiary (i.e., a spin-off)) (a “Distribution”), then the Holder of this Note shall be entitled, upon any
conversion of this Note after the date of record for determining shareholders entitled to such Distribution, to receive the
amount of such assets which would have been payable to the Holder with respect to the shares of Common Stock issuable upon
such conversion had such Holder been the holder of such shares of Common Stock on the record date for the determination of
shareholders entitled to such Distribution.


 


(d)          Adjustment
Due to Dilutive Issuance. If, at any time when any Notes are issued and outstanding, the Borrower issues or sells, or in accordance
with this Section 1.6(d) hereof is deemed to have issued or sold, any shares of Common Stock in connection with a financing transaction
based on a variable price formula (the “Alternative Variable Price Formula”) that is more favorable to the investor
in such financing transaction than the formula for calculating the Conversion Price in effect on the date of such issuance (or
deemed issuance) of such shares of Common Stock (a “Dilutive Issuance”), then immediately upon the Dilutive Issuance,
the formula for the Conversion Price will be adjusted to match the Alternative Variable Price Formula. If it is unclear whether
the Alternative Variable Price Formula is better or worse, then Holder, in its sole discretion, may elect at the time of such
issuance whether to switch to the Alternative Variable Price Formula or not.


 


(e)           Purchase
Rights. If, at any time when any Notes are issued and outstanding, the Company issues any convertible securities or rights
to purchase stock, warrants, securities or other property (the “Purchase Rights”) pro rata to the record holders of
any class of Common Stock, then the Holder of this Note will be entitled to acquire, upon the terms applicable to such Purchase
Rights, the aggregate Purchase Rights which such Holder could have acquired if such Holder had held the number of shares of Common
Stock acquirable upon complete conversion of this Note (without regard to any limitations on conversion contained herein) immediately
before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights or, if no such record is taken,
the date as of which the record holders of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights.


 




    	 	8	 



     


    

 


(f)          Notice
of Adjustments. Upon the occurrence of each adjustment or readjustment of the Conversion Price as a result of the events described
in this Section 1.6, the Company, at its expense, shall promptly compute such adjustment or readjustment and prepare and furnish
to the Holder of a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment
or readjustment is based. The Company shall, upon the written request at any time of the Holder, furnish to such Holder a like
certificate setting forth (i) such adjustment or readjustment, (ii) the Conversion Price at the time in effect and (iii) the number
of shares of Common Stock and the amount, if any, of other securities or property which at the time would be received upon conversion
of the Note.


 


1.7             Omit. 


 


1.8             Status
as Shareholder. Upon submission of a Notice of Conversion by a Holder, (i) the shares covered thereby (other than the shares,
if any, which cannot be issued because their issuance would exceed such Holder’s allocated portion of the Reserved Amount
or Maximum Share Amount) shall be deemed converted into shares of Common Stock and (ii) the Holder’s rights as a Holder of
such converted portion of this Note shall cease and terminate, excepting only the right to receive certificates for such shares
of Common Stock and to any remedies provided herein or otherwise available at law or in equity to such Holder because of a failure
by the Company to comply with the terms of this Note. Notwithstanding the foregoing, if a Holder has not received certificates
for all shares of Common Stock prior to the tenth (10th) business day after the expiration of the Deadline with respect to a conversion
of any portion of this Note for any reason, then (unless the Holder otherwise elects to retain its status as a holder of Common
Stock by so notifying the Company) the Holder shall regain the rights of a Holder of this Note with respect to such unconverted
portions of this Note and the Company shall, as soon as practicable, return such unconverted Note to the Holder or, if the Note
has not been surrendered, adjust its records to reflect that such portion of this Note has not been converted. In all cases, the
Holder shall retain all of its rights and remedies (including, without limitation, (i) the right to receive Conversion default
payments pursuant to Section 1.4 to the extent required thereby for such Conversion default and any subsequent Conversion default
and (ii) the right to have the Conversion Price with respect to subsequent conversions determined in accordance with Section 1.4)
for the Company’s failure to convert this Note.


 


1.9             Prepayment.
Maker may prepay this Note, in accordance with the following schedule: If within 60 calendar days from the execution of this Note,
125% of all outstanding principal and interest due on the Note in one payment; After 60 calendar days from the execution of the
Note and within 120 days from execution, 127.5% of all outstanding principal and interest due on the Note in one payment. Between
121 and 180 days from the date of execution, the Note may be prepaid for 135% of all outstanding amounts due on the Note in one
payment.


 




    	 	9	 



     


    

 


ARTICLE II. CERTAIN COVENANTS


 


2.1             Distributions
on Capital Stock. So long as the Company shall have any obligation under this Note, the Company shall not without the Holder’s
written consent (a) pay, declare or set apart for such payment, any dividend or other distribution (whether in cash, property or
other securities) on shares of capital stock other than dividends on shares of Common Stock solely in the form of additional shares
of Common Stock or (b) directly or indirectly or through any subsidiary make any other payment or distribution in respect of its
capital stock except for distributions pursuant to any shareholders’ rights plan which is approved by a majority of the Company’s
disinterested directors.


 


2.2             Sale
of Assets. So long as the Company shall have any obligation under this Note, the Company shall not, without the Holder’s
written consent, sell, lease or otherwise dispose of more than 50% of its assets outside the ordinary course of business.


 


2.3             Advances
and Loans. So long as the Company shall have any obligation under this Note, the Company shall not, without the Holder’s
written consent, lend money, give credit or make advances to any person, firm, joint venture or corporation, including, without
limitation, officers, directors, employees, subsidiaries and affiliates of the Company, except loans, credits or advances (a) in
existence or committed on the date hereof and which the Company has informed Holder in writing prior to the date hereof, (b) made
in the ordinary course of business or (c) not in excess of $100,000.


 


ARTICLE III. EVENTS OF DEFAULT


 


If any of the following events of default (each,
an “Event of Default”) shall occur:


 


3.1             Failure
to Pay Principal or Interest.    The Company fails to pay the principal
hereof or interest thereon when due on this Note, whether at maturity, upon acceleration or otherwise.


 


3.2             Conversion
and the Shares.   The Company fails to issue shares of Common Stock to
the Holder (or announces or threatens in writing that it will not honor its obligation to do so) upon exercise by the Holder of
the conversion rights of the Holder in accordance with the terms of this Note, fails to transfer or cause its transfer agent to
transfer (issue) (electronically or in certificated form) any certificate for shares of Common Stock issued to the Holder upon
conversion of or otherwise pursuant to this Note as and when required by this Note, the Company directs its transfer agent not
to transfer or delays, impairs, and/or hinders its transfer agent in transferring (or issuing) (electronically or in certificated
form) any certificate for shares of Common Stock to be issued to the Holder upon conversion of or otherwise pursuant to this Note
as and when required by this Note, or fails to remove (or directs its transfer agent not to remove or impairs, delays, and/or
hinders its transfer agent from removing) any restrictive legend (or to withdraw any stop transfer instructions in respect thereof)
on any certificate for any shares of Common Stock issued to the Holder upon conversion of or otherwise pursuant to this Note as
and when required by this Note (or makes any written announcement, statement or threat that it does not intend to honor the obligations
described in this paragraph) and any such failure shall continue uncured (or any written announcement, statement or threat not
to honor its obligations shall not be rescinded in writing) for three (3) business days after the Holder shall have delivered
a Notice of Conversion. It is an obligation of the Company to remain current in its obligations to its transfer agent. It shall
be an event of default of this Note, if a conversion of this Note is delayed, hindered or frustrated due to a balance owed by
the Company to its transfer agent. If at the option of the Holder, the Holder advances any funds to the Company’s transfer
agent in order to process a conversion, such advanced funds shall be paid by the Company to the Holder within forty eight (48)
hours of a demand from the Holder.


 




    	 	10	 



     


    

 


3.3             Breach
of Covenants. The Company breaches any covenant or other term or condition contained in this Note, the Registration Rights
Agreement between the Company and the Holder dated as of December 1, 2016, and the Equity Financing Agreement.


 


3.4             Breach
of Representations and Warranties. Any representation or warranty of the Company made herein or in any agreement, statement
or certificate given in writing pursuant hereto or in connection herewith (including, without limitation, the Equity Financing
Agreement), shall be false or misleading in any material respect when made and the breach of which has (or with the passage of
time will have) a material adverse effect on the rights of the Holder with respect to this Note or the Equity Financing Agreement.


 


3.5             Receiver
or Trustee. The Company or any subsidiary of the Company shall make an assignment for the benefit of creditors, or apply for
or consent to the appointment of a receiver or trustee for it or for a substantial part of its property or business, or such a
receiver or trustee shall otherwise be appointed.


 


3.6             Bankruptcy.
Bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings, voluntary or involuntary, for relief under
any bankruptcy law or any law for the relief of debtors shall be instituted by or against the Company or any subsidiary of the
Company.


 


3.7             Delisting
of Common Stock. The Company shall fail to maintain in good standing the listing of the Common Stock on the OTC Bulletin Board
or an equivalent replacement exchange, the Nasdaq National Market, the Nasdaq SmallCap Market or the New York Stock Exchange.


 


3.8             Failure
to Comply with the Exchange Act. The Company shall cease to be subject to the reporting requirements of the Exchange Act.


 


3.9             Liquidation.
Any dissolution, liquidation, or winding up of Company or any substantial portion of its business.


 


3.10           Cessation
of Operations. Any cessation of operations by Company or Company admits it is otherwise generally unable to pay its debts as
such debts become due, provided,
however, that any disclosure of the Company’s ability to continue as a “going concern” shall not be an admission
that the Company cannot pay its debts as they become due.


 




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3.11           Maintenance
of Assets. The failure by Company to maintain any material intellectual property rights, personal, real property or other assets
which are necessary to conduct its business (whether now or in the future).


 


3.12           Financial
Statement Restatement.   The restatement of any financial statements filed
by the Company with the SEC for any date or period from two years prior to the Issue Date of this Note and until this Note is
no longer outstanding, if the result of such restatement would, by comparison to the original financial statement, have constituted
a material adverse effect on the rights of the Holder with respect to this Note or supporting documents.


 


3.13           Replacement
of Transfer Agent. In the event that the Company proposes to replace its transfer agent, the Company fails to use its best
efforts to provide, prior to the effective date of such replacement, a fully executed Irrevocable Transfer Agent Instructions in
a form as initially delivered pursuant to the Equity Financing Agreement (including but not limited to the provision to irrevocably
reserve shares of Common Stock in the Reserved Amount) signed by the successor transfer agent to Company and the Company.


 


3.14           Cross-Default.
Notwithstanding anything to the contrary contained in this Note or the other related or companion documents, a material breach
or default by the Company of any covenant or other term or condition contained in any of the Other Agreements, after the passage
of all applicable notice and cure or grace periods, shall, at the option of the Holder, be considered a default under this Note
and the Other Agreements, in which event the Holder shall be entitled (but in no event required) to apply all rights and remedies
of the Holder under the terms of this Note and the Other Agreements by reason of a default under said Other Agreement or hereunder.
“Other Agreements” means, collectively, all agreements and instruments between, among or by: (1) the Company, and,
or for the benefit of, (2) the Holder and any affiliate of the Holder, including, without limitation, promissory notes; provided,
however, the term “Other Agreements” shall not include the related or companion documents to this Note. Each of the
loan transactions will be cross-defaulted with each other loan transaction and with all other existing and future debt of Company.


 


3.15          
Registration. The Company shall fail, within one hundred eighty (180) calendar days from the initial filing of a registration
statement with the SEC, to have a registration statement covering this Note declared effective.


 


3.16           Reservation
of Shares. At any time the Company does not replenish the Reserved Amount within five business days of a request by Holder.


 


3.17           Judgments.
Any money judgment, writ or similar process shall be entered or filed against the Company or any subsidiary of the Company or any
of its property or other assets for more than $250,000, and shall remain unvacated, unbonded or unstayed for a period of twenty
(20) days unless otherwise consented to by the Holder, which consent will not be unreasonably withheld.


 




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3.18           Failure
to Timely File and no Registration Statement or Rule 144 Availability. The Company shall have failed to timely file reports
required by the Exchange Act and no registration statement with respect to the shares issued upon Conversion is effective or the
Holder cannot otherwise rely on Rule 144 with respect to the sale or transfer of the shares issued upon Conversion.


 


Upon the occurrence
and during the continuation of any Event of Default specified in Section 3.1 (solely with respect to failure to pay the principal
hereof or interest thereon when due at the Maturity Date), the Note shall become immediately due and payable and the Company shall
pay to the Holder, in full satisfaction of its obligations hereunder, an amount equal to the Default Sum (as defined herein). Upon the occurrence and during the continuation of any Event of Default, exercisable through the delivery of written notice to
the Company by such Holder (the “Default Notice”), specified the remaining sections of Articles III (other than failure
to pay the principal hereof or interest thereon at the Maturity Date specified in Section 3,1 hereof), the Note shall become immediately
due and payable and the Company shall pay to the Holder, in full satisfaction of its obligations hereunder, an amount equal to
the greater of (i) 150% times the sum of (w) the then outstanding principal amount of this Note plus (x) accrued
and unpaid interest on the unpaid principal amount of this Note to the date of payment (the “Mandatory Prepayment Date”)
plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and/or (x) plus (z) any amounts owed
to the Holder pursuant to Sections 1.3 and 1.4(g) hereof (the then outstanding principal amount of this Note to the date of payment
plus the amounts referred to in clauses (x), (y) and (z) shall collectively be known as the “Default Sum”) or
(ii) the “parity value” of the Default Sum to be prepaid, where parity value means (a) the highest number of shares
of Common Stock issuable upon conversion of or otherwise pursuant to such Default Sum in accordance with Article I, treating the
Trading Day immediately preceding the Mandatory Prepayment Date as the “Conversion Date” for purposes of determining
the lowest applicable Conversion Price, unless the Default Event arises as a result of a breach in respect of a specific Conversion
Date in which case such Conversion Date shall be the Conversion Date), multiplied by (b) the highest Closing Price for the
Common Stock during the period beginning on the date of first occurrence of the Event of Default and ending one day prior to the
Mandatory Prepayment Date (the “Default Amount”) and all other amounts payable hereunder shall immediately become due
and payable, all without demand, presentment or notice, all of which hereby are expressly waived, together with all costs, including,
without limitation, legal fees and expenses, of collection, and the Holder shall be entitled to exercise all other rights and remedies
available at law or in equity.


 


If the Company
fails to pay the Default Amount within five (5) business days of written notice that such amount is due and payable, then the Holder
shall have the right at any time, so long as the Company remains in default (and so long and to the extent that there are sufficient
authorized shares), to require the Company, upon written notice, to immediately issue, in lieu of the Default Amount, the number
of shares of Common Stock of the Company equal to the Default Amount divided by the Conversion Price then in effect.


 




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ARTICLE IV. MISCELLANEOUS


 


4.1             Failure
or Indulgence Not Waiver. No failure or delay on the part of the Holder in the exercise of any power, right or privilege hereunder
shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other
or further exercise thereof or of any other right, power or privileges.  All
rights and remedies existing hereunder are cumulative to, and not exclusive of, any rights or remedies otherwise available.


 


4.2             Notices.
All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing
and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified, return
receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid, or (iv) transmitted
by hand delivery, telegram, or facsimile, addressed as set forth below or to such other address as such party shall have specified
most recently by written notice. Any notice or other communication required or permitted to be given hereunder shall be deemed
effective (a) upon hand delivery or delivery by facsimile, with accurate confirmation generated by the transmitting facsimile machine,
at the address or number designated below (if delivered on a business day during normal business hours where such notice is to
be received), or the first business day following such delivery (if delivered other than on a business day during normal business
hours where such notice is to be received) or (b) on the second business day following the date of mailing by express courier service,
fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first occur. The addresses for
such communications shall be:


 


If to the Company,
to:


 


Propanc Health Group Corporation


Attn: James Nathanielsz, CEO


302, 6 Butler Street


Camberwell, VIC 3124


Australia


Fax: +6139882-9969


 


With a copy to:


 


Harter Secrest & Emery LLP


Attn: Alexander R. McClean, Esq.


1600 Bausch & Lomb Place


Rochester, New York 14604


Fax: (585) 232-2152


 




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If to the Holder:


 


GHS Investments, LLC 


200 Stonehinge Lane Suite 3


Carle Place, NY 11514


718.530.0182


 


4.3             Amendments.
This Note and any provision hereof may only be amended by an instrument in writing signed by the Company and the Holder. The term
“Note” and all reference thereto, as used throughout this instrument, shall mean this instrument as originally executed,
or if later amended or supplemented, then as so amended or supplemented.


 


4.4             Assignability.
This Note shall be binding upon the Company and its successors and assigns, and shall inure to be the benefit of the Holder
and its successors and assigns.


 


4.5             Cost
of Collection. If default is made in the payment of this Note, the Company shall pay the Holder hereof costs of
collection, including reasonable attorneys’ fees.


 


4.6             Governing
Law. This Note shall be governed by and construed in accordance with the laws of the State of New York without regard to
principles of conflicts of laws. Any action brought by either party against the other concerning the transactions
contemplated by this Note shall be brought only in the federal courts located in New York State. The parties to this Note
hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any
defense based on lack of jurisdiction or venue or based upon forum non conveniens. The Company and Holder waive trial
by jury. The prevailing party shall be entitled to recover from the other party its reasonable attorney's fees and costs. In
the event that any provision of this Note or any other agreement delivered in connection herewith is invalid or unenforceable
under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may
conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may
prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any
agreement. Each party hereby irrevocably waives personal service of process and consents to process being served in any suit,
action or proceeding in connection with this Agreement or any other Transaction Document by mailing a copy thereof via
registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for
notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and
notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner
permitted by law.


 




    	 	15	 



     


    

 


4.7             Certain
Amounts. Whenever pursuant to this Note the Company is required to pay an amount in excess of the outstanding principal
amount (or the portion thereof required to be paid at that time) plus accrued and unpaid interest plus Default Interest on
such interest, the Company and the Holder agree that the actual damages to the Holder from the receipt of cash payment on
this Note may be difficult to determine and the amount to be so paid by the Company represents stipulated damages and not a
penalty and is intended to compensate the Holder in part for loss of the opportunity to convert this Note and to earn a
return from the sale of shares of Common Stock acquired upon conversion of this Note at a price in excess of the price paid
for such shares pursuant to this Note. The Company and the Holder hereby agree that such amount of stipulated damages is not
plainly disproportionate to the possible loss to the Holder from the receipt of a cash payment without the opportunity to
convert this Note into shares of Common Stock.


 


4.8             Purchase
Agreement. By its acceptance of this Note, each party agrees to be bound by the applicable terms of the Equity Financing Agreement.


 


4.9             Notice
of Corporate Events. Except as otherwise provided below, the Holder of this Note shall have no rights as a Holder of
Common Stock unless and only to the extent that it converts this Note into Common Stock. The Company shall provide the Holder
with prior notification of any meeting of the Company’s shareholders (and copies of proxy materials and other
information sent to shareholders). In the event of any taking by the Company of a record of its shareholders for the purpose
of determining shareholders who are entitled to receive payment of any dividend or other distribution, any right to subscribe
for, purchase or otherwise acquire (including by way of merger, consolidation, reclassification or recapitalization) any
share of any class or any other securities or property, or to receive any other right, or for the purpose of determining
shareholders who are entitled to vote in connection with any proposed sale, lease or conveyance of all or substantially all
of the assets of the Company or any proposed liquidation, dissolution or winding up of the Company, the Company shall mail a
notice to the Holder, at least twenty (20) days prior to the record date specified therein (or thirty (30) days prior to the
consummation of the transaction or event, whichever is earlier), of the date on which any such record is to be taken for the
purpose of such dividend, distribution, right or other event, and a brief statement regarding the amount and character of
such dividend, distribution, right or other event to the extent known at such time. The Company shall make a public
announcement of any event requiring notification to the Holder hereunder substantially simultaneously with the notification
to the Holder in accordance with the terms of this Section 4.9.


 


4.10           Remedies.
The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Holder, by
vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the
remedy at law for a breach of its obligations under this Note will be inadequate and agrees, in the event of a breach or
threatened breach by the Company of the provisions of this Note, that the Holder shall be entitled, in addition to all other
available remedies at law or in equity, and in addition to the penalties assessable herein, to an injunction or injunctions
restraining, preventing or curing any breach of this Note and to enforce specifically the terms and provisions thereof,
without the necessity of showing economic loss and without any bond or other security being required.


 


[Signature page follows.]


 




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IN WITNESS WHEREOF, Company has caused
this Note to be signed in its name by its duly authorized officer:


 


	 	Propanc Health Group Corporation
	 	 	 
	 	By: 	 
	 	 	 
	 	Print:	James Nathanielsz
	 	Title:	Chie Executive Officer
	 	Dated: 	December ___, 2016


 




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