AMENDMENT #1 TO THE CONVERTIBLE PROMISSORY NOTE ISSUED ON MAY 18, 2018
THISAMENDMENT #1 TO THE CONVERTIBLE PROMISSORY NOTEISSUED ON MAY 18, 2018 (the
--Amendment" )ismade effectiveas of July30, 2019, by and between Regen Biopharma , Inc. , a Nevada corporation (the
··Company") , and Auctus Fund, LLC, a Delaware limited liability company (the " Holder'') (collectively the " Parties' ").
BACKGROUND
A. TheCompany and Holder are the parties to that certain convertible promissory noteoriginallyissued bythe Company to the Holder on May18.20 I 8, in theoriginal principal amount of $114,000.00 (as amended form time to time, the"Note"): and
B. The Companyand the Holder desire to consummate a second tranche of$9,971.00 under the Note to be added to the Note on or aroundJuly 30.2019.
C. The Company and Holder acknowledge and agree that the Noteiscurrentlyoutstandingin the amount ofthe Default Sum (as defined in the Note) .
D.The Partiesdesire to amend the Note as set forth expressly below.
NOW THEREFORE, in consideration of the execution and delivery of the Amendment and other good and valuable consideration. the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
I .. The principal balance of the Note shall be increased by $9,97 1.00 to reflect the addition of a second tranche of $9,97 l.00 under the Note,whichthe Holderwillfund in cash to the Company on or around thedatehereof.
2. ThisAmendmentshallbe deemed part of, but shalltake precedence overandsupersedeanyprovisions to the contrary contained in the Note. Except asspecificallymodified hereby all of theprovisionsof the Note which are not in conflictwiththe terms ofthisAmendment,shallremain in full forceandeffect.
IN WITNESS WHEREOF. the parties hereto have executed this Amendment as of the date first above written.
| REGEN BIOPHARMA, INC. | Auctus Fund, LLC | |
| By:/s/ David Koos | By:/s/ Lou Posner | |
| Name: David Koos | Name: Lou Posner | |
| Title: Chief Executive Officer | Title: Managing Director |
