Exhibit
10.3


 


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
BIOPHARMA, INC


8%
CONVERTIBLE REDEEMABLE NOTE


DUE
APRIL 13, 2019


BACK
END NOTE


 


FOR
VALUE RECEIVED, Propanc Biopharma, Inc. (the “Company”) promises to pay to the order of GS CAPITAL PARTNERS, LLC 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 April 13, 2019 (“Maturity Date”) and to
pay interest on the principal amount outstanding hereunder at the rate of 8% per annum commencing on April 13, 2018. The interest
will be paid to the Holder in whose name this Note is registered on the records of the Company regarding registration and transfers
of this Note. The principal of, and interest on, this Note are payable at 110 Wall Street, New York, NY 10005, initially, and
if changed, last appearing on the records of the Company as designated in writing by the Holder hereof from time to time. The
Company will pay each interest payment and the outstanding principal due upon this Note before or on the Maturity Date, less any
amounts required by law to be deducted or withheld, to the Holder of this Note by check or wire transfer addressed to such Holder
at the last address appearing on the records of the Company. The forwarding of such check or wire transfer shall constitute a
payment of outstanding principal hereunder and shall satisfy and discharge the liability for principal on this Note to the extent
of the sum represented by such check or wire transfer. Interest shall be payable in Common Stock (as defined below) pursuant to
paragraph 4(b) herein. Permitted Assigns means any Holder assignment, transfer or sale of all or a portion of this Note accompanied
by an Opinion of Counsel as provided for in Section 2(f) of the Securities Purchase Agreement by and between the Holder and the
Company dated as of April 13, 2018 (the “Securities Purchase Agreement”).


 


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This
Note is subject to the following additional provisions:


 


1.
This Note is exchangeable for an equal aggregate principal amount of Notes of different authorized denominations, as
requested by the Holder surrendering the same. No service charge will be made for such registration or transfer or exchange,
except that Holder shall pay any tax or other governmental charges payable in connection therewith. To the extent that Holder
subsequently transfers, assigns, sells or exchanges any of the multiple lesser denomination notes, Holder acknowledges that
it will provide the Company with Opinions of Counsel as provided for in Section 2(f) of the Securities Purchase Agreement
(“Opinions of Counsel”).


 


2.
The Company shall be entitled to withhold from all payments any amounts required to be withheld under applicable
laws.


 


3.
This Note may be transferred or exchanged only in compliance with the Securities Act of 1933, as amended
(“Act”), applicable state securities laws and Sections 2(f) and 5(f) of the Securities Purchase Agreement.
Any attempted transfer to a non-qualifying party shall be treated by the Company as void. Prior to due presentment for
transfer of this Note, the Company and any agent of the Company may treat the person in whose name this Note is duly
registered on the Company’s records as the owner hereof for all other purposes, whether or not this Note be overdue,
and neither the Company nor any such agent shall be affected or bound by notice to the contrary. Any Holder of this Note
electing to exercise the right of conversion set forth in Section 4(a) hereof, in addition to the requirements set forth in
Section 4(a), and any prequalified prospective transferee of this Note, also is required to give the Company written
confirmation that this Note is being converted (“Notice of Conversion”) in the form annexed hereto as Exhibit
A. The date of receipt (including receipt by telecopy) of such Notice of Conversion shall be the Conversion Date. All
notices of conversion will be accompanied by an Opinion of Counsel.


 


4.
(a) The Holder of this Note is entitled, at its option, at any time after cash payment of this Note, 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 61% of
the lowest closing bid price of the Common Stock as reported on the National Quotations Bureau OTC Markets
exchange which the Company’s shares are traded or any exchange upon which the Common Stock may be traded in the future
(“Exchange”), for the ten prior trading days including the day upon which a Notice of
Conversion is received by the Company (provided such Notice of Conversion is delivered together with an Opinion of Counsel,
by fax or other electronic method of communication to the Company after 4 P.M. Eastern Standard or Daylight Savings Time if
the Holder wishes to include the same day closing price). For purposes of the above calculations, a day shall not be
considered a trading day if there was no trading volume for the Company’s Common Stock for that particular day. If the
shares have not been delivered within 3 business days, the Notice of Conversion may be rescinded. Such conversion shall be
effectuated by the Company delivering the shares of Common Stock to the Holder within 3 business days of receipt by the
Company of the Notice of Conversion. Accrued, but unpaid interest shall be subject to conversion. No fractional shares or
scrip representing fractions of shares will be issued on conversion, but the number of shares issuable shall be rounded to
the nearest whole share. To the extent the Conversion Price of the Company’s Common Stock closes below the par value
per share, the Company will take all steps necessary to solicit the consent of the stockholders to reduce the par value to
the lowest value possible under law. The Company agrees to honor all conversions submitted pending this increase. In the
event the Company experiences a DTC “Chill” on its shares, the conversion price shall be decreased to 51%
instead of 61% while that “Chill” is in effect. If the Company fails to maintain the share reserve at the
2.5x discount of the note 60 days after the issuance of the note, the conversion discount shall be increased by 10%.
In no event shall the Holder be allowed to effect a conversion if such conversion, along with all other shares of Company
Common Stock beneficially owned by the Holder and its affiliates would exceed 4.99% of the outstanding shares of the Common
Stock of the Company (which may be increased up to 9.9% upon 60 days’ prior written notice by the Holder).


 


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(b)
Interest on any unpaid principal balance of this Note shall be paid at the rate of 8% per annum. Interest shall be paid by
the Company in Common Stock (“Interest Shares”). Holder may, at any time, send in a Notice of Conversion to the
Company for Interest Shares based on the formula provided in Section 4(a) above. The dollar amount converted into Interest
Shares shall be all or a portion of the accrued interest calculated on the unpaid principal balance of this Note to the date
of such notice.


 


(c)
This Note may not be prepaid, except that if this Note has not been cash paid, and if the $150,000 Rule 144 convertible
redeemable note issued by the Company dated April 13, 2018 is redeemed by the Company within 6 months of the issuance date of
such Note, and prior to the cash payment for this Note, all obligations of the Company under this Note and all obligations of
the Holder under the Holder issued Back End Note will be automatically be deemed satisfied and this Note and the Holder
issued Back End Note will be automatically be deemed cancelled and of no further force or effect.


 


(d)
Upon (i) a transfer of all or substantially all of the assets of the Company to any person in a single transaction or series
of related transactions, (ii) a reclassification, capital reorganization (excluding an increase in authorized capital) or
other change or exchange of outstanding shares of the Common Stock, other than a forward or reverse stock split or stock
dividend, or (iii) any consolidation or merger of the Company with or into another person or entity in which the Company is
not the surviving entity (other than a merger which is effected solely to change the jurisdiction of incorporation of the
Company and results in a reclassification, conversion or exchange of outstanding shares of Common Stock solely into shares of
Common Stock) (each of items (i), (ii) and (iii) being referred to as a “Sale Event”), then, in each case,
the Company shall, upon request of the Holder, redeem this Note in cash for 150% of the principal amount, plus accrued but
unpaid interest through the date of redemption, or at the election of the Holder, such Holder may convert the unpaid
principal amount of this Note (together with the amount of accrued but unpaid interest) into shares of Common Stock
immediately prior to such Sale Event at the Conversion Price.


 


(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.


 


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5.
No provision of this Note shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay
the principal of, and interest on, this Note at the time, place, and rate, and in the form, herein prescribed.


 


6.
The Company hereby expressly waives demand and presentment for payment, notice of non-payment, protest, notice of protest,
notice of dishonor, notice of acceleration or intent to accelerate, and diligence in taking any action to collect amounts
called for hereunder and shall be directly and primarily liable for the payment of all sums owing and to be owing
hereto.


 


7.
The Company agrees to pay all costs and expenses, including reasonable attorneys’ fees and expenses, which may be
incurred by the Holder in collecting any amount due under this Note.


 


8.
If one or more of the following described “Events of Default” shall occur:


 


(a)
The Company shall default in the payment of principal or interest on this Note or any other note issued to the Holder by the
Company; or


 


(b)
Any of the representations or warranties made by the Company herein or in any certificate or financial or other written
statements heretofore or hereafter furnished by or on behalf of the Company in connection with the execution and delivery of
this Note, or the Securities Purchase Agreement under which this note was issued shall be false or misleading in any respect;
or


 


(c)
The Company shall fail to perform or observe, in any respect, any covenant, term, provision, condition, agreement or
obligation of the Company under this Note or any other note issued to the Holder; or


 


(d)
The Company shall (1) become insolvent (which does not include a “going concern opinion); (2) admit in writing its
inability to pay its debts generally as they mature; (3) make an assignment for the benefit of creditors or commence
proceedings for its dissolution; (4) apply for or consent to the appointment of a trustee, liquidator or receiver for its or
for a substantial part of its property or business; (5) file a petition for bankruptcy relief, consent to the filing of such
petition or have filed against it an involuntary petition for bankruptcy relief, all under federal or state laws as
applicable; or


 


(e)
A trustee, liquidator or receiver shall be appointed for the Company or for a substantial part of its property or business
without its consent and shall not be discharged within sixty (60) days after such appointment; or


 


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(f)
Any governmental agency or any court of competent jurisdiction at the instance of any governmental agency shall assume
custody or control of the whole or any substantial portion of the properties or assets of the Company; or


 


(g)
One or more money judgments, writs or warrants of attachment, or similar process, in excess of two hundred fifty thousand
dollars ($250,000) in the aggregate, shall be entered or filed against the Company or any of its properties or other assets
and shall remain unpaid, unvacated, unbonded or unstayed for a period of fifteen (15) days or in any event later than five
(5) days prior to the date of any proposed sale thereunder; or


 


(h)
The Company has defaulted on or breached any term of any other note of similar debt instrument into which the Company has
entered and failed to cure such default within the appropriate grace period; or


 


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


 


(j)
The Company shall not deliver to the Holder the Common Stock pursuant to paragraph 4
herein without restrictive legend within 3 business days of its receipt of a Notice of Conversion which includes an Opinion of
Counsel expressing an opinion which supports the removal of a restrictive legend; or


 


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


 


(l)
Intentionally Deleted; or


 


(n)
Intentionally Deleted; or


 


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


 


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


 




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Then,
or at any time thereafter, unless cured, 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 24%
per annum or, if such rate is usurious or not permitted by current law, then at the highest rate of interest permitted by law.
In the event of a breach of Section 8(k) the penalty shall be $250 per day the shares are not issued beginning on the 4th
day after the conversion notice was delivered to the Company. This penalty shall increase to $500 per day beginning on the
10th day. The penalty for a breach of Section 8(p) shall be an increase of the outstanding principal amounts by 20%.
In case of a breach of Section 8(i), the outstanding principal due under this Note shall increase by 50%. Further, if a breach
of Section 8(o) occurs or is continuing after the 6 month anniversary of the Note, then the Holder shall be entitled to use the
lowest closing bid price during the delinquency period as a base price for the conversion. For example, if the lowest closing
bid price during the delinquency period is $0.01 per share and the conversion discount is 50% the Holder may elect to convert
future conversions at $0.005 per share.


 


If
the Holder shall commence an action or proceeding to enforce any provisions of this Note, including, without limitation, engaging
an attorney, then if the Holder prevails in such action, the Holder shall be reimbursed by the Company for its attorneys’
fees and other costs and expenses incurred in the investigation, preparation and prosecution of such action or proceeding.


 


9.
In case any provision of this Note is held by a court of competent jurisdiction to be excessive in scope or otherwise invalid
or unenforceable, such provision shall be adjusted rather than voided, if possible, so that it is enforceable to the maximum
extent possible, and the validity and enforceability of the remaining provisions of this Note will not in any way be affected
or impaired thereby.


 


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.


 


12.
Prior to cash funding of this Note, The Company will issue irrevocable transfer agent instructions reserving 2.5x the number
of shares of Common Stock necessary to allow the holder to convert this note based on the discounted conversion price set
forth in Section 4(a) herewith. Upon full conversion of this Note, the reserve representing this Note shall be cancelled. The
Company will pay all transfer agent costs associated with issuing and delivering the shares. If such amounts are to be paid
by the Holder, it may deduct such amounts from the Conversion Price. Conversion Notices may be sent to the Company or its
transfer agent via electric mail. The Company will instruct its transfer agent to provide the outstanding share information
to the Holder in connection with its conversions.


 


13.
The Company will give the Holder direct notice of any corporate actions, including but not limited to name changes, stock
splits, recapitalizations etc. This notice shall be given to the Holder as soon as possible under law.


 


14.
If it shall be found that any interest or other amount deemed interest due hereunder violates the applicable law governing
usury, the applicable provision shall automatically be revised to equal the maximum rate of interest or other amount deemed
interest permitted under applicable law. The Company covenants (to the extent that it may lawfully do so) that it will not
seek to claim or take advantage of any law that would prohibit or forgive the Company from paying all or a portion of the
principal or interest on this Note.


 


15.
This Note shall be governed by and construed in accordance with the laws of New York applicable to contracts made and wholly
to be performed within the State of New York and shall be binding upon the successors and assigns of each party hereto. The
Holder and the Company hereby mutually waive trial by jury and consent to exclusive jurisdiction and venue in the courts of
the State of New York or in the Federal courts sitting in the county or city of New York. This Agreement may be executed in
counterparts, and the facsimile transmission of an executed counterpart to this Agreement shall be effective as an
original.


 




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


 





	Dated:
    	April 13, 2018	 	 
	 	 	 	 
	 	 	PROPANC
    BIOPHARMA, INC
	 	 	 	 
	 	 	By:	/s/
    James Nathanielsz
	 	 	 	 
	 	 	Title:	Chief
                                         Executive Officer






 


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EXHIBIT
A





 


NOTICE
OF CONVERSION


 


(To
be Executed by the Registered Holder in order to Convert the Note)


 


The
undersigned hereby irrevocably elects to convert $___________ of the above Note into _________ Shares of Common Stock of Propanc
Biopharma, Inc (“Shares”) according to the conditions set forth in such Note, as of the date written below.


 


If
Shares are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer and other taxes
and charges payable with respect thereto.


 







	Date
    of Conversion: ________________________________________________________	 
	Applicable
    Conversion Price: _________________________________________________	 
	Signature:
    _______________________________________________________________	 
	[Print
    Name of Holder and Title of Signer]






	Address:
    	 ________________________________________________________________
	 	 ________________________________________________________________







 


	SSN
    or EIN: ____________________________	 
	Shares
    are to be registered in the following name: 	 __________________________________________


 


	Name:
    __________________________________________________________________ 	 
	Address:
    ________________________________________________________________ 	 
	Tel:
    __________________________________ 	 
	Fax:
    __________________________________ 	 
	SSN
    or EIN: ____________________________	 


 


	Shares
    are to be sent or delivered to the following account:	 
	 	 
	Account
    Name: ___________________________________________________________	 
	Address:
    ________________________________________________________________ 	 


 












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