Exhibit 10.4


 


THIS
NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS
OF CERTAIN STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD
EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. LENDERS
SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE
ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT
ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.


 


GS
CAPITAL PARTNERS, LLC


COLLATERALIZED
SECURED PROMISSORY NOTE


 


	$150,000.00	 	New York, NY






April
13, 2018


 


1.
Principal and Interest




 


FOR
VALUE RECEIVED, GS Capital Partners, LLC, (the “Company”) hereby absolutely and unconditionally promises to pay to
PROPANC BIOPHARMA, INC (the “Lender”), or order, the principal amount of One Hundred Fifty Thousand Dollars ($150,000.00)
no later than December 13, 2018, unless the Lender does not meet the “current information requirements” required under
Rule 144 of the Securities Act of 1933, as amended, in which case the Company may declare the offsetting note issued by the Lender
on the same date herewith to be in Default (as defined in that note) and cross cancel its payment obligations under this Note
as well as the Lenders payment obligations under the offsetting note. This Full Recourse Note shall bear simple interest at the
rate of 8% per annum.


 


2.
Repayments and Prepayments; Security.


 


a.
All principal under this Note shall be due and payable no later than December 13, 2018, unless the Lender does not meet
the “current information requirements” required under Rule 144 of the Securities Act of 1933, as amended, in which
case the Company may declare the offsetting note issued by the Lender on the same date herewith to be in Default (as defined in
that note) and cross cancel its payment obligations under this Note as well as the Lenders payment obligations under the offsetting
note.


 


b.
The Company may pay this Note at any time. This note may not be assigned by the Lender, except by operation of law.


 




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c.
This Note shall initially be secured by the pledge of the $150,000 8% convertible promissory note issued to the Company by the
Lender on even date herewith (the “Lender Note”). The Company may exchange this collateral for other collateral
with an appraised value of at least $150,000.00, by providing 3 days prior written notice to the Lender. If the Lender
does not object to the substitution of collateral in that 3 day period, such substitution of collateral shall be deemed to have
been accepted by the Lender. Notwithstanding the foregoing, an exchange of collateral for $150,000.00 in cash shall not
require the approval of the Lender. All collateral shall be retained by Investors Counsel Attorneys, P.C., which shall act
as the escrow agent for the collateral for the benefit of the Lender. The Company may not effect any conversions under the Lender
Note until it has made full cash payment for the portion of the Lender Note being converted.


 


3. Events
of Default; Acceleration.


 


a.
The principal amount of this Note is subject to prepayment in whole or in part upon the occurrence and during the continuance
of any of the following events (each, an “Event of Default”): the initiation of any bankruptcy, insolvency, moratorium,
receivership or reorganization by or against the Company, or a general assignment of assets by the Company for the benefit of
creditors. Upon the occurrence of any Event of Default, the entire unpaid principal balance of this Note and all of the unpaid
interest accrued thereon shall be immediately due and payable. The Company may offset amounts due to the Lender under this Note
by similar amounts that may be due to the Company by the Lender resulting from breaches under the Lender Note.


 


b.
No remedy herein conferred upon the Lender is intended to be exclusive of any other remedy and each and every remedy shall be
cumulative and in addition to every other remedy hereunder, now or hereafter existing at law or in equity or otherwise. The Company
accepts and agrees that this Note is a full recourse note and that the Lender may exercise any and all remedies available to it
under law.


 


4.
Notices.


 


a.
All notices, reports and other communications required or permitted hereunder shall be in writing and may be delivered in person,
by telecopy with written confirmation, overnight delivery service or U.S. mail, in which event it may be mailed by first-class,
certified or registered, postage prepaid, addressed (i) if to a Lender, at such Lender’s address as the Lender shall have
furnished the Company in writing and (ii) if to the Company at such address as the Company shall have furnished the Lender(s)
in writing.


 


b.
Each such notice, report or other communication shall for all purposes under this Note be treated as effective or having been
given when delivered if delivered personally or, if sent by mail, at the earlier of its receipt or 72 hours after the same has
been deposited in a regularly maintained receptacle for the deposit of the United States mail, addressed and mailed as aforesaid,
or, if sent by electronic communication with confirmation, upon the delivery of electronic communication.


 




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5. Miscellaneous.


 


a.
Neither this Note nor any provisions hereof may be changed, waived, discharged or terminated orally, but only by a signed statement
in writing.


 


b.
No failure or delay by the Lender to exercise any right hereunder shall operate as a waiver thereof, nor shall any single or partial
exercise of any right, power or privilege preclude any other right, power or privilege. The provisions of this Note are severable
and if any one provision hereof shall be held invalid or unenforceable in whole or in part in any jurisdiction, such invalidity
or unenforceability shall affect only such provision in such jurisdiction. This Note expresses the entire understanding of the
parties with respect to the transactions contemplated hereby. The Company and every endorser and guarantor of this Note regardless
of the time, order or place of signing hereby waives presentment, demand, protest and notice of every kind, and assents to any
extension or postponement of the time for payment or any other indulgence, to any substitution, exchange or release of collateral,
and to the addition or release of any other party or person primarily or secondarily liable.


 


c.
If Lender retains an attorney for collection of this Note, or if any suit or proceeding is brought for the recovery of all, or
any part of, or for protection of the indebtedness respected by this Note, then the Company agrees to pay all costs and expenses
of the suit or proceeding, or any appeal thereof, incurred by the Lender, including without limitation, reasonable attorneys’
fees.


 


d.
This Note shall for all purposes be governed by, and construed in accordance with the laws of the State of New York (without reference
to conflict of laws).


 


e.
This Note shall be binding upon the Company’s successors and assigns, and shall inure to the benefit of the Lender’s
successors and assigns.


 




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IN
WITNESS WHEREOF, the Company has caused this Note to be executed by its duly authorized officer to take effect as of the date
first hereinabove written.


 


	 	GS
    CAPITAL PARTNERS, LLC
	 	 	 
	 	By:	/s/
                                         Gabe Sayegh




	 	 	 
	 	Title:	President




	 	 	 
	 	APPROVED:
	 	 	 
	 	PROPANC
    BIOPHARMA, INC
	 	 	 
	 	By:	/s/
                                         James Nathanielsz




	 	 	 
	 	Title:	Chief
    Executive Officer


 




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