This Prospectus Supplement No. 4 (the “Prospectus
Supplement”) updates and supplements the prospectus of Propanc Health Group Corporation (the “Company,” “we,”
“us,” or “our”) dated October 18, 2016, as updated and supplemented by Prospectus Supplement No. 1 dated
November 18, 2016, as updated and supplemented by Prospectus Supplement No. 2 dated December 12, 2016, as updated and supplemented
by Prospectus Supplement No. 3 dated January 6, 2017 (collectively, the “Prospectus”), with the following attached
documents, which we filed with the Securities and Exchange Commission:
This Prospectus Supplement should be read
in conjunction with the Prospectus, which is required to be delivered with this Prospectus Supplement. This Prospectus Supplement
updates, amends and supplements the information included in the Prospectus. If there is any inconsistency between the information
in the Prospectus and this Prospectus Supplement, you should rely on the information in this Prospectus Supplement.
This Prospectus Supplement is not complete
without, and may not be delivered or used except in connection with the Prospectus, including any amendments or supplements to
it.
Check the appropriate box below if the Form
8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions
(
see
General Instruction A.2. below):
The First Note may be prepaid with certain penalties
within 180 days of issuance. The Eagle Back-End Note may not be prepaid. However, in the event the First Note is redeemed within
the first six months of issuance, the Eagle Back-End Note will be deemed cancelled and of no further effect.
The Eagle Back-End Note will not be cash funded
and such note, along with the Note Receivable, will be immediately cancelled if the shares do not maintain a minimum trading price
during the five days prior to such funding and a certain aggregate dollar trading volume during such period. Upon an event of default,
principal and accrued interest will become immediately due and payable under the notes. Additionally, upon an event of default,
both notes will accrue interest at a default interest rate of 24% per annum or the highest rate of interest permitted by law. Further,
certain events of default may trigger penalty and liquidated damage provisions.
The foregoing descriptions of the Eagle SPA,
the First Note and the Eagle Back-End Note are qualified in their entirety by reference to the provisions of the Eagle SPA, the
First Note and the Eagle Back-End Note, included in Exhibits 10.1, 4.1 and 4.2, respectively, to this Current Report on Form 8-K,
which are incorporated herein by reference.
The disclosure under Item 1.01 of this Current
Report on Form 8-K is incorporated into this Item 2.03 by reference.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: February 3, 2017
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PROPANC HEALTH GROUP CORPORATION
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By:
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/s/ James Nathanielsz
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James Nathanielsz
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President and Chief Executive Officer
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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 $230,000.00
PROPANC HEALTH GROUP CORPORATION
8% CONVERTIBLE REDEEMABLE JUNIOR SUBORDINATED
NOTE
DUE JANUARY 27, 2018
FOR VALUE RECEIVED,
Propanc Health Group Corp. (the “Company”) promises to pay to the order of EAGLE EQUITIES, LLC and its authorized successors
and Permitted Assigns, defined below, ("
Holder
"), the aggregate principal face amount of Two Hundred Thousand
Dollars exactly (U.S. $230,000.00) on January 27, 2018 ("
Maturity Date
") and to pay interest on the principal
amount outstanding hereunder at the rate of 8% per annum commencing on January 27, 2017. 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 91 Shelton Ave, Suite 107, New Haven, CT 06511, 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 January
27, 2016 (the “Securities Purchase Agreement”).
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 Securities Purchase Agreement or this Note,
no payment pursuant to this Note will occur until such time as the 2015 and 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.
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, 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
60%
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 50% instead of 60% while that “Chill” is in effect.
If the Company fails
to maintain the share reserve at the 4x
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 Investor).
(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) The
Note may be prepaid with the following penalties: (i) if the note is prepaid within 60 days of the issuance date, then at 130%
of the face amount plus any accrued interest; (ii) if the note is prepaid after 60 days after the issuance date but less than 121
days after the issuance date, then at 140% of the face amount plus any accrued interest and (iii) if the note is prepaid after
120 days after the issuance date but less than 180 days after the issuance date, then at 150% of the face amount plus any accrued
interest. This Note may not be prepaid after the 180
th
day. Such redemption must be closed and funded within 3 days
of giving notice of redemption of the right to redeem 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 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.
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
(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;
(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) The
Company shall be delinquent in its periodic report filings with the Securities and Exchange Commission; or
(m) The
Company shall cause to lose the “bid” price for its stock in a market (including the OTC marketplace or other 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 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(j) the parties
agree that damages shall be difficult to determine and agree on liquidated damages in the amount of $250 per day the shares are
not issued beginning on the 4
th
day after the conversion notice was delivered to the Company. The agreed liquidated
damages shall increase to $500 per day beginning on the 10
th
day. In the event of a breach of Section 8(m), the parties
agree that damages shall be difficult to determine and hereby agree to an increase of the outstanding principal amounts by 20%
as a liquidated damages payment. In case of a breach of Section 8(i), the parties agree that damages will be difficult to determine
and agree that the outstanding principal due under this Note shall increase by 50% as a liquidated damages payment. If this Note
is not paid at maturity, the outstanding principal due under this Note shall increase by 10%. Further, if a breach of Section 8(l)
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. The
Company shall issue irrevocable transfer agent instructions reserving 122,666,000 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 four times the number 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. 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. 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.
IN WITNESS WHEREOF,
the Company has caused this Note to be duly executed by an officer thereunto duly authorized.
Dated: __________
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PROPANC HEALTH GROUP CORPORATION
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By:
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Title:
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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 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.
Applicable Conversion Price:
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Signature:
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[Print Name of Holder and Title of Signer]
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Shares are to be registered in the following name:
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Shares are to be sent or delivered to the following account:
Exhibit 4.2
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 $230,000.00
PROPANC HEALTH GROUP CORPORATION
8% CONVERTIBLE REDEEMABLE JUNIOR SUBORDINATED
NOTE
DUE JANUARY 27, 2018
BACK END NOTE
FOR VALUE RECEIVED, Propanc
Health Group Corp. (the “Company”) promises to pay to the order of EAGLE EQUITIES, LLC and its authorized successors
and Permitted Assigns, defined below, ("
Holder
"), the aggregate principal face amount of Two Hundred Thirty Thousand
Dollars exactly (U.S. $230,000.00) on January 27, 2018 ("
Maturity Date
") and to pay interest on the principal
amount outstanding hereunder at the rate of 8% per annum commencing on January 27, 2017. 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 91 Shelton Ave, Suite 107, New Haven, CT 06511, 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 Company and the Holder dated as of January
27, 2016 (the “Securities Purchase Agreement”).
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 Securities Purchase 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.
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.
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, 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
60%
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 50% instead of 60% while that “Chill”
is in effect.
If the Company fails to maintain the share reserve at the 4x
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 Investor).
(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 the $230,000 Rule 144 convertible redeemable note issued by the Company of even date herewith
is redeemed by the Company within 6 months of the issuance date of such 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.
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
(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;
(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 5 business days of the request of the Holder; or
(l) The Company shall cease to be “current”
in its filings with the Securities and Exchange Commission; or
(m) The Company shall lose
the “bid” price for its stock in a market (including the OTC marketplace or other exchange)
Then, or at any time thereafter, unless cured,
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(j), the parties agree that damages
shall be difficult to determine and in lieu of a penalty, the parties agree to a liquidated damages payment of $250 per day the
shares are not issued beginning on the 4
th
day after the conversion notice was delivered to the Company. This liquidated
damages payment shall increase to $500 per day beginning on the 10
th
day. In the event of a breach of Section 8(m),
the parties agree that damages shall be difficult to determine and in lieu of a penalty, the parties agree to an increase of the
outstanding principal amounts by 20% as a liquidated damages payment. In case of a breach of Section 8(i), the parties agree that
damages shall be difficult to determine and in lieu of a penalty, the parties agree to an increase of the outstanding principal
amounts by 50% as a liquidated damages payment. Further, if a breach of Section 8(l) 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 this Note is not
paid at maturity, the outstanding principal due under this Note shall increase by 10%.
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 has never been a “shell” issuer or 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 3x 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. 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.
IN WITNESS WHEREOF, the
Company has caused this Note to be duly executed by an officer thereunto duly authorized.
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PROPANC HEALTH GROUP CORPORATION
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By:
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Title:
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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 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.
Applicable Conversion Price:
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Signature:
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[Print Name of Holder and Title of Signer]
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Shares are to be registered in the following name:
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Shares are to be sent or delivered to the following account:
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Exhibit 10.1
SECURITIES PURCHASE AGREEMENT
This
SECURITIES PURCHASE AGREEMENT
(the
“Agreement”), dated as of January 27, 2017, by and between
PROPANC HEALTH GROUP CORPORATION
, a Delaware corporation,
with headquarters located at 302, 6 Butler Street, Camberwell, VIC 3124 Australia (the “Company”), and
EAGLE EQUITIES,
LLC
, a Nevada limited liability company, with its address at 91 Shelton Ave, Suite 107, New Haven, CT 06511 (the “Buyer”).
WHEREAS
:
A. The
Company and the Buyer are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded
by the rules and regulations as promulgated by the United States Securities and Exchange Commission (the “SEC”) under
the Securities Act of 1933, as amended (the “1933 Act”);
B. Buyer
desires to purchase and the Company desires to issue and sell, upon the terms and conditions set forth in this Agreement two 8%
convertible notes of the Company, in the forms attached hereto as Exhibit A and B in the aggregate principal amount of $460,000.00
(with the first note being in the amount of $230,000.00 and the second note being in the amount of $230,000.00 (together with any
note(s) issued in replacement thereof or as a dividend thereon or otherwise with respect thereto in accordance with the terms thereof,
the “Notes”), convertible into shares of common stock, of the Company (the “Common Stock”), upon the terms
and subject to the limitations and conditions set forth in such Notes. The first of the two notes (the “First Note”)
shall be paid for by the Buyer as set forth herein. The second note (the “Second Note”) shall initially be paid for
by the issuance of an offsetting $230,000.00 secured note issued to the Company by the Buyer (“Buyer Note”), provided
that prior to conversion of the Second Note, the Buyer must have paid off the Buyer Note in cash such that the Second Note may
not be converted until it has been paid for in cash.
C. The
Buyer wishes to purchase, upon the terms and conditions stated in this Agreement, such principal amount of Notes as is set forth
immediately below its name on the signature page hereto; and
NOW THEREFORE
, the
Company and the Buyer severally (and not jointly) hereby agree as follows:
1.
Purchase
and Sale of Notes.
a.
Purchase
of Notes
. On each Closing Date (as defined below), the Company shall issue and sell to the Buyer and the Buyer agrees to purchase
from the Company such Note as is set forth immediately below the Buyer’s name on the signature pages hereto.
Company Initials
b.
Form
of Payment
. On the Closing Date (as defined below), (i) the Buyer shall pay the purchase price for the Note to be issued and
sold to it at the Closing (as defined below) (the “Purchase Price”) by wire transfer of immediately available funds
to the Company, in accordance with the Company’s written wiring instructions, against delivery of the Note in the principal
amount equal to the Purchase Price as is set forth immediately below the Buyer’s name on the signature pages hereto, and
(ii) the Company shall deliver such duly executed Note on behalf of the Company, to the Buyer, against delivery of such Purchase
Price.
c.
Closing
Date
. The date and time of the issuance and sale of the Notes pursuant to this Agreement (the “Closing Date”) shall
be on or about January 27, 2017, or such other mutually agreed upon time. The closing of the transactions contemplated by this
Agreement (the “Closing”) shall occur on the Closing Date at such location as may be agreed to by the parties. Subsequent
Closings shall occur when the Buyer Note is repaid. The Closing of the Second Note shall be on or before the dates specified in
the Buyer Note. In no event will the Buyer be required to fund the Second Note in cash if (i) the Common Stock has a closing bid
price of less than $0.005 per share for at least five consecutive trading days immediately prior to such funding, or (ii) the aggregate
dollar trading volume of the Common Stock is less than forty thousand dollars ($40,000.00) in any five consecutive trading days
immediately prior to such funding. If such funding does not occur, the Second Note and the Buyer Note will be immediately cancelled
and of no further effect.
2.
Buyer’s
Representations and Warranties.
The Buyer represents and warrants to the Company that:
a.
Investment
Purpose
. As of the date hereof, the Buyer is purchasing the Notes and the shares of Common Stock issuable upon conversion of
or otherwise pursuant to the Note, such shares of Common Stock being collectively referred to herein as the “Conversion Shares”
and, collectively with the Notes, the “Securities”) for its own account and not with a present view towards the public
sale or distribution thereof, except pursuant to sales registered or exempted from registration under the 1933 Act;
provided
,
however
, that by making the representations herein, the Buyer does not agree to hold any of the Securities for any minimum
or other specific term and reserves the right to dispose of the Securities at any time in accordance with or pursuant to an effective
registration statement with respect to such Securities or an exemption under the 1933 Act.
b.
Accredited
Investor Status
. The Buyer is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D (an
“Accredited Investor”).
c.
Reliance
on Exemptions
. The Buyer understands that the Securities are being offered and sold to it in reliance upon specific exemptions
from the registration requirements of United States federal and state securities laws and that the Company is relying upon the
truth and accuracy of, and the Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and
understandings of the Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of the
Buyer to acquire the Securities.
d.
Information
.
The Buyer and its advisors, if any, have been furnished with all materials relating to the business, finances and operations of
the Company and materials relating to the offer and sale of the Securities which have been requested by the Buyer or its advisors.
The Buyer and its advisors, if any, have been afforded the opportunity to ask questions of the Company. Notwithstanding the foregoing,
the Company has not disclosed to the Buyer any material nonpublic information and will not disclose such information unless such
information is disclosed to the public prior to or promptly following such disclosure to the Buyer. Neither such inquiries nor
any other due diligence investigation conducted by Buyer or any of its advisors or representatives shall modify, amend or affect
Buyer’s right to rely on the Company’s representations and warranties contained in Section 3 below. The Buyer understands
that its investment in the Securities involves a significant degree of risk. The Buyer is not aware of any facts that may constitute
a breach of any of the Company's representations and warranties made herein.
e.
Governmental
Review
. The Buyer understands that no United States federal or state agency or any other government or governmental agency
has passed upon or made any recommendation or endorsement of the Securities.
f.
Transfer
or Re-sale
. The Buyer understands that (i) the sale or re-sale of the Securities has not been and is not being registered under
the 1933 Act or any applicable state securities laws, and the Securities may not be transferred unless (a) the Securities
are sold pursuant to an effective registration statement under the 1933 Act, (b) the Buyer shall have delivered to the Company,
at the cost of the Buyer, an opinion of counsel 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, (c) the Securities are
sold or transferred to an “affiliate” (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule)
(“Rule 144”)) of the Buyer who agrees to sell or otherwise transfer the Securities only in accordance with this Section
2(f) and who is an Accredited Investor, or (d) the Securities are sold pursuant to Rule 144 or Regulation S under the 1933
Act (or a successor rule) (“Regulation S”), and the Buyer shall have delivered to the Company, at the cost of the Buyer,
an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in corporate transactions, which
opinion may be accepted by the Company in its reasonable discretion; (ii) any sale of such Securities made in reliance on Rule
144 may be made only in accordance with the terms of said Rule 144 and further, if said Rule 144 is not applicable, any re-sale
of such Securities under circumstances in which the selling Buyer (or the person through whom the sale is made) may be deemed to
be an underwriter (as that term is defined in the 1933 Act) may require compliance with some other exemption under the 1933 Act
or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any other person is under any obligation
to register such Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption
thereunder (in each case).
g.
Legends
.
The Buyer understands that the Notes and, until such time, if any, as the Conversion Shares have been registered under the 1933
Act may be sold pursuant to Rule 144 or Regulation S without any restriction as to the number of securities as of a particular
date that have been sold, the Conversion Shares shall bear a restrictive legend in substantially the following form (and a stop-transfer
order may be placed against transfer of the certificates for such Securities):
“NEITHER THE ISSUANCE AND
SALE OF THE SECURITIES REPRESENTED HEREBY 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) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A FORM ACCEPTABLE TO THE
COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT.”
The legend set forth above
shall be removed and the Company shall issue a certificate without such legend to the holder of any Security upon which it is stamped,
if, unless otherwise required by applicable state securities laws, (a) such Security is registered for sale under an effective
registration statement filed under the 1933 Act or otherwise may be sold pursuant to Rule 144 or Regulation S without any restriction
as to the number of securities as of a particular date that can then be immediately sold, or (b) such holder provides the Company
with an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect
that a public sale or transfer of such Security may be made without registration under the 1933 Act, which opinion shall be accepted
by the Company in its reasonable discretion so that the sale or transfer is effected. The Buyer agrees to sell all Securities,
including those represented by a certificate(s) from which the legend has been removed, in compliance with applicable prospectus
delivery requirements, if any.
h.
Authorization;
Enforcement
. This Agreement has been duly and validly authorized. This Agreement has been duly executed and delivered on behalf
of the Buyer, and this Agreement constitutes a valid and binding agreement of the Buyer enforceable in accordance with its terms.
i.
Residency
.
The Buyer is a resident of the jurisdiction set forth immediately below the Buyer’s name on the signature pages hereto.
3.
Representations
and Warranties of the Company
. The Company represents and warrants to the Buyer that:
a.
Organization
and Qualification
. The Company and each of its subsidiaries, if any, is a corporation duly organized, validly existing and
in good standing under the laws of the jurisdiction in which it is incorporated, with full power and authority (corporate and other)
to own, lease, use and operate its properties and to carry on its business as and where now owned, leased, used, operated and conducted.
b.
Authorization;
Enforcement
. (i) The Company has all requisite corporate power and authority to enter into and perform this Agreement, the
Notes and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms
hereof and thereof, (ii) the execution and delivery of this Agreement and the Notes by the Company and the consummation by it of
the transactions contemplated hereby and thereby (including without limitation, the issuance of the Notes and the issuance and
reservation for issuance of the Conversion Shares issuable upon conversion or exercise thereof) have been duly authorized by the
Company’s Board of Directors and no further consent or authorization of the Company, its Board of Directors, or its shareholders
is required, (iii) this Agreement has been duly executed and delivered by the Company by its authorized representative, and such
authorized representative is the true and official representative with authority to sign this Agreement and the other documents
executed in connection herewith and bind the Company accordingly, and (iv) this Agreement constitutes, and upon execution and delivery
by the Company of the Notes, each of such instruments will constitute, a legal, valid and binding obligation of the Company enforceable
against the Company in accordance with its terms.
c.
Issuance
of Shares
. The shares reserved for conversion of the Note shall be duly authorized and reserved for issuance as soon as practicable
after the Company has increased its shares of authorized Common Stock in an amount equal to or greater than that permitting it
to reserve such shares. Upon conversion of the Note in accordance with its respective terms, Conversion Shares will be validly
issued, fully paid and non-assessable, and 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.
d.
Acknowledgment
of Dilution
. The Company understands and acknowledges the potentially dilutive effect to the Common Stock upon the issuance
of the Conversion Shares upon conversion of the Notes. The Company further acknowledges that its obligation to issue Conversion
Shares upon conversion of the Notes in accordance with this Agreement and the Notes is absolute and unconditional regardless of
the dilutive effect that such issuance may have on the ownership interests of other shareholders of the Company.
e.
No
Conflicts
. The execution, delivery and performance of this Agreement and the Notes by the Company and the consummation by the
Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance and reservation for issuance
of the Conversion Shares) will not (i) conflict with or result in a violation of any provision of the Articles of Incorporation
or By-laws, (ii) violate or conflict with, or result in a breach of any provision of, or constitute a default (or an event which
with notice or lapse of time or both could become a default) under, or give to others any rights of termination, amendment, acceleration
or cancellation of, any agreement, indenture, patent, patent license or instrument to which the Company or any of its subsidiaries
is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state
securities laws and regulations and regulations of any self-regulatory organizations to which the Company or its securities are
subject) applicable to the Company or any of its subsidiaries or by which any property or asset of the Company or any of its subsidiaries
is bound or affected (except for such conflicts, defaults, terminations, amendments, accelerations, cancellations and violations
as would not, individually or in the aggregate, have a Material Adverse Effect). All consents, authorizations, orders, filings
and registrations which the Company is required to obtain pursuant to the preceding sentence have been obtained or effected on
or prior to the date hereof. The Company is not in violation of the eligibility requirements of the OTC Markets Exchange (the “OTC
Markets”) and does not reasonably anticipate that the Common Stock will be ineligible for quotation on the OTC MARKETS in
the foreseeable future, nor are the Company’s securities “chilled” by DTC. The Company and its subsidiaries are
unaware of any facts or circumstances which might give rise to any of the foregoing. For purposes of this Agreement, “Material
Adverse Effect” means an event or combination of events, which individually or in the aggregate, would reasonably be expected
to (a) adversely affect the legality, validity or enforceability of the Agreement or the Notes, or (b) have or result in a material
adverse effect on the results of operations, assets, or financial condition of the Company, taken as a whole.
f.
Absence
of Litigation
. Except as disclosed to the Buyer or in the Company’s public filings, there is no action, suit, claim,
proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body
pending or, to the knowledge of the Company or any of its subsidiaries, threatened against or affecting the Company or any of its
subsidiaries, or their officers or directors in their capacity as such, that could have a Material Adverse Effect. Schedule 3(f)
contains a complete list and summary description of any pending or, to the knowledge of the Company, threatened proceeding against
or affecting the Company or any of its subsidiaries, without regard to whether it would have a Material Adverse Effect.
g.
Acknowledgment
Regarding Buyer’s Purchase of Securities
. The Company acknowledges and agrees that the Buyer is acting solely in the
capacity of arm’s length purchasers with respect to this Agreement and the transactions contemplated hereby. The Company
further acknowledges that the Buyer is not acting as a financial advisor or fiduciary of the Company (or in any similar capacity)
with respect to this Agreement and the transactions contemplated hereby and any statement made by the Buyer or any of its respective
representatives or agents in connection with this Agreement and the transactions contemplated hereby is not advice or a recommendation
and is merely incidental to the Buyer’ purchase of the Securities.
h.
No
Integrated Offering
. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf, has directly
or indirectly made any offers or sales in any security or solicited any offers to buy any security under circumstances that would
require registration under the 1933 Act of the issuance of the Securities to the Buyer.
i.
Title
to Property
. The Company and its subsidiaries have good and marketable title in fee simple to all real property and good and
marketable title to all personal property owned by them which is material to the business of the Company and its subsidiaries,
in each case free and clear of all liens, encumbrances and defects except such as are described in Schedule 3(i) or such as would
not have a Material Adverse Effect. Any real property and facilities held under lease by the Company and its subsidiaries are held
by them under valid, subsisting and enforceable leases with such exceptions as would not have a Material Adverse Effect.
j.
Bad
Actor
. No officer or director of the Company would be disqualified under Rule 506(d) of the Securities Act as amended on the
basis of being a "bad actor" as that term is established in the September 19, 2013 Small Entity Compliance Guide
published by the Securities and Exchange Commission.
k.
Breach
of Representations and Warranties by the Company
. If the Company breaches any of the representations or warranties set forth
in this Section 3 in any material respect, and in addition to any other remedies available to the Buyer pursuant to this Agreement,
it will be considered an Event of Default under the Notes.
4.
COVENANTS
.
a.
Expenses
.
The Company agrees that Buyer can deduct $11,250.00 (Seven Thousand Five Hundred Dollars) from each of the principal payments due
under the First Note and the Second Note, at the time of cash funding, to be applied to the legal expenses of Buyer.
b.
Listing
.
The Company shall promptly secure the listing of the Conversion Shares upon each national securities exchange or automated quotation
system, if any, upon which shares of Common Stock are then listed (subject to official notice of issuance) and, so long as the
Buyer owns any of the Securities, shall maintain, so long as any other shares of Common Stock shall be so listed, such listing
of all Conversion Shares from time to time issuable upon conversion of the Notes. The Company will obtain and, so long as the Buyer
owns any of the Securities, maintain the listing and trading of its Common Stock on the OTC MARKETS or any equivalent replacement
market, the Nasdaq stock market (“Nasdaq”), the New York Stock Exchange (“NYSE”), or the American Stock
Exchange (“AMEX”) and will comply in all respects with the Company’s reporting, filing and other obligations
under the bylaws or rules of the Financial Industry Regulatory Authority (“FINRA”) and such exchanges, as applicable.
The Company shall promptly provide to the Buyer copies of any notices it receives from the OTC MARKETS and any other markets on
which the Common Stock is then listed regarding the continued eligibility of the Common Stock for listing on such markets.
c.
Corporate
Existence
. So long as the Buyer beneficially owns any Note, the Company shall maintain its corporate existence and shall not
sell all or substantially all of the Company’s assets, except in the event of a merger or consolidation or sale of all or
substantially all of the Company’s assets, where the surviving or successor entity in such transaction (i) assumes the Company’s
obligations hereunder and under the agreements and instruments entered into in connection herewith and (ii) is a publicly traded
corporation whose Common Stock is listed for trading on the OTC MARKETS, Nasdaq, NYSE or AMEX.
d.
No
Integration
. The Company shall not make any offers or sales of any security (other than the Securities) under circumstances
that would require registration of the Securities being offered or sold hereunder under the 1933 Act or cause the offering of the
Securities to be integrated with any other offering of securities by the Company for the purpose of any stockholder approval provision
applicable to the Company or its securities.
e.
Breach
of Covenants
. If the Company breaches any of the covenants set forth in this Section 4, and in addition to any other remedies
available to the Buyer pursuant to this Agreement, it will be considered an event of default under the Notes.
5.
Governing
Law; Miscellaneous
.
a.
Governing
Law
. This Agreement 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 Agreement shall be brought only in the state courts of New York or in the federal courts located in the state and county
of New York. The parties to this Agreement 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 Buyer 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 Agreement 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.
b.
Counterparts;
Signatures by Facsimile
. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original
but all of which shall constitute one and the same agreement and shall become effective when counterparts have been signed by each
party and delivered to the other party. This Agreement, once executed by a party, may be delivered to the other party hereto by
facsimile transmission of a copy of this Agreement bearing the signature of the party so delivering this Agreement.
c.
Headings
.
The headings of this Agreement are for convenience of reference only and shall not form part of, or affect the interpretation of,
this Agreement.
d.
Severability
.
In the event that any provision of this Agreement 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 provision hereof which may prove invalid or unenforceable under any law shall not affect
the validity or enforceability of any other provision hereof.
e.
Entire
Agreement; Amendments
. This Agreement and the instruments referenced herein contain the entire understanding of the parties
with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither the Company
nor the Buyer makes any representation, warranty, covenant or undertaking with respect to such matters. No provision of this Agreement
may be waived or amended other than by an instrument in writing signed by the majority in interest of the Buyer.
f.
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, (iv) via electronic
mail or (v) 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 delivery via electronic mail, 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
302, 6 Butler
Street
Camberwell, VIC
3124
Australia
Attn: James Nathanielsz
If to the Buyer:
EAGLE EQUITIES, LLC
91 Shelton Ave,
Suite 107
New Haven, CT
06511
Attn: Yakov Borenstein
Each party shall provide
notice to the other party of any change in address.
g.
Successors
and Assigns
. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and assigns.
Neither the Company nor the Buyer shall assign this Agreement or any rights or obligations hereunder without the prior written
consent of the other. Notwithstanding the foregoing, the Buyer may assign its rights hereunder to any of its “affiliates,”
as that term is defined under the 1934 Act, without the consent of the Company.
h.
Third
Party Beneficiaries
. This Agreement is intended for the benefit of the parties hereto and their respective permitted successors
and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other person.
i.
Survival
.
The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the
closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the Buyer. The Company agrees to
indemnify and hold harmless the Buyer and all their officers, directors, employees and agents for loss or damage arising as a result
of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth
in this Agreement or any of its covenants and obligations under this Agreement.
j.
Further
Assurances
. Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall
execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request
in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated
hereby.
k.
No
Strict Construction
. The language used in this Agreement will be deemed to be the language chosen by the parties to express
their mutual intent, and no rules of strict construction will be applied against any party.
l.
Remedies
.
The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer 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 Agreement will be inadequate and agrees, in the event of a breach or threatened breach by
the Company of the provisions of this Agreement, that the Buyer 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 Agreement and to enforce specifically the terms and provisions hereof, without the necessity of showing
economic loss and without any bond or other security being required.
IN WITNESS WHEREOF, the undersigned
Buyer and the Company have caused this Agreement to be duly executed as of the date first above written.
PROPANC HEALTH GROUP CORPORATION
By:
|
|
|
|
James Nathanielsz
|
|
|
CEO
|
|
EAGLE EQUITIES, LLC
By:
|
|
|
Name:
|
Yakov Borenstein
|
|
Title:
|
Manager
|
|
AGGREGATE SUBSCRIPTION AMOUNT:
Aggregate Principal Amount of Notes:
|
|
$
|
460,000.00
|
|
|
|
|
|
|
Aggregate Purchase Price:
|
|
|
|
|
Note 1: $230,000.00, less $11,250.00 in legal
fees
Note 2: $230,000.00, less $11,250.00 in legal
fees