Exhibit 10.1


DELMAR
PHARMACEUTICALS, INC.


SECURITIES
PURCHASE AGREEMENT


This SECURITIES PURCHASE
AGREEMENT (this “Agreement”) is made and entered into as of _____________, 2016, by and between DelMar Pharmaceuticals,
Inc. a Nevada corporation (the “Company”), and the investors set forth on the signature pages affixed hereto
(each, an “Investor” and, collectively, the “Investors”).


WHEREAS, the
Investors wish to purchase from the Company, and the Company wishes to sell and issue to the Investors, an aggregate of up to $5,400,000
(the “Offering Amount”) of Series B Convertible Preferred Stock (the “Preferred Shares”)
at a purchase price of $8.00 per share upon the terms and conditions set forth in this Agreement, subject to the Company’s
right to increase the Offering Amount in its sole discretion; and


WHEREAS, in
connection with the Investors’ purchase of the Preferred Shares, the Investors will receive certain registration rights for,
and will be subject to certain restrictions on transfer of, such Preferred Shares and for the shares of the Company’s Common
Stock, par value $0.001 per share (the “Common Stock”), underlying such Preferred Shares, all as more fully
set forth in this Agreement.


WHEREAS, unless
terminated sooner by the Company, the offering and sales of the Preferred Shares shall terminate on April 30, 2016 but may be extended
by an additional 90 days in the Company’s sole discretion;


NOW, THEREFORE,
in consideration of the mutual terms, conditions and other agreements set forth herein and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto hereby
agree to the sale and purchase of the Preferred Shares as set forth herein.


		1.	Definitions.



For purposes of this
Agreement, the terms set forth below shall have the corresponding meanings provided below.


“Affiliate”
shall mean, with respect to any specified Person (as defined below), (i) if such Person is an individual, the spouse, heirs, executors,
or legal representatives of such individual, or any trusts for the benefit of such individual or such individual’s spouse
and/or lineal descendants, or (ii) otherwise, another Person that directly, or indirectly through one or more intermediaries, controls,
is controlled by, or is under common control with, the Person specified. As used in this definition, “control” shall
mean the possession, directly or indirectly, of the sole and unilateral power to cause the direction of the management and policies
of a Person, whether through the ownership of voting securities or by contract or other written instrument.


“Business
Day” shall mean any day on which banks located in New York City are not required or authorized by law to remain closed.


“Closing” and
“Closing Date” as defined in Section 2.2(a) hereof.


“Common Stock”
as defined in the recitals above.


“Company
Financial Statements” as defined in Section 4.5(a) hereof.






    


     

    

 


“Company’s Knowledge”
means the actual knowledge of any executive officer (as defined in Rule 405 under the Securities Act) or director of the Company,
or the knowledge of any fact or matter which any person would reasonably be expected to become aware of in the course of performing
the duties and responsibilities as an executive officer or director of the Company.


“Conversion Shares”
means the shares of Common Stock issuable upon conversion of the Series B Convertible Preferred Stock (but does not include
the PIK Shares).


“Escrow Agreement” means the escrow agreement, dated on or about the date of the Memorandum,
among the Company and Sichenzia Ross Friedman Ference LLP.


“Exchange Act”
means the Securities Exchange Act of 1934, as amended.


“Liens” means any mortgage,
lien, title claim, assignment, encumbrance, security interest, adverse claim, contract of sale, restriction on use or transfer
or other defect of title of any kind.


“Material Adverse Effect”
means a material adverse effect on (i) the assets, liabilities, results of operations, condition (financial or otherwise), business,
or prospects of the Company and its Subsidiaries taken as a whole, (ii) the transactions contemplated hereby or in any of the Transaction
Documents or (iii) the ability of the Company to perform its obligations under the Transaction Documents (as defined below).


“Person” shall
mean an individual, entity, corporation, partnership, association, limited liability company, limited liability partnership, joint-stock
company, trust or unincorporated organization.


“PIK Shares”
shall have the meaning ascribed to such term in the Series B Certificate of Designation.


“Private Placement Memorandum”
means the Company’s Private Placement Memorandum dated March 18, 2016 and any amendments or supplements thereto.


“Purchase Price”
shall mean $8.00 per Preferred Share.


“Registrable
Securities” shall mean the Conversion Shares, provided, that a security shall cease to be a Registrable Security
upon (A) sale pursuant to a Registration Statement or Rule 144 under the Securities Act, or (B) such security becoming eligible
for sale by the Investors without any restriction pursuant to Rule 144 (including, without limitation, volume restrictions) and
without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable).


“Registration Statement”
shall mean any registration statement of the Company filed under the Securities Act that covers the resale of any of the Registrable
Securities pursuant to the provisions of this Agreement, amendments and supplements to such Registration Statement, including post-effective
amendments, all exhibits and all material incorporated by reference in such Registration Statement.


“Regulation D”
as defined in Section 3.7 hereof.


“Regulation S”
as defined in Section 6.1(i)(E) hereof.


“Rule 144”
as defined in Section 6.1(i)(C) hereof.


“SEC” means
the U.S. Securities and Exchange Commission.



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“SEC Documents”
as defined in Section 4.5(a) hereof.


“Securities Act”
means the Securities Act of 1933, as amended.


“Series B Certificate
of Designation” as defined in Section 7.7 hereof.


“Subsidiaries”
shall mean any corporation or other entity or organization, whether incorporated or unincorporated, in which the Company owns,
directly or indirectly, any equity or other ownership interest or otherwise controls through contract or otherwise.


“Transaction Documents”
shall mean this Agreement and the Royalty Agreement.


“Transaction Securities”
shall mean the Preferred Shares, Conversion Shares and he PIK Shares.


“Transfer”
shall mean any sale, transfer, assignment, conveyance, charge, pledge, mortgage, encumbrance, hypothecation, security interest
or other disposition, or to make or effect any of the above.


		2.	Sale and Purchase of Preferred Shares.



2.1.Subscription
for Preferred Shares by Investors. Subject to the terms and conditions of this Agreement, on the Closing Date (as hereinafter
defined) each of the Investors shall severally, and not jointly, purchase, and the Company shall sell and issue to the Investors,
the Preferred Shares, in the respective amounts set forth on the signature pages attached hereto in exchange for the Purchase Price.
All share amounts used herein are pre-reverse split and shall be adjusted accordingly upon the Company’s effecting any reverse
split of its Common Stock. The Preferred Shares shall not be redeemable for cash and under no circumstance will the Company be
required to net cash settle the Preferred Shares.


2.2Closings.


(a)Closing.
Subject to the terms and conditions set forth in this Agreement, the Company shall issue and sell to each Investor, and each Investor
shall, severally and not jointly, purchase from the Company on the Closing Date, such number of Preferred Shares set forth on the
signature pages attached hereto, which will be reflected opposite such Investor’s name on Exhibit A-1 (the “Closing”).
The date of the Closing is hereinafter referred to as the “Closing Date.” The maximum number of Preferred Shares
to be sold to the Investors pursuant to this Agreement shall not exceed 675,000 in the aggregate (subject to the Company’s
right to sell an additional Preferred Shares in its sole discretion pursuant to this Agreement).


(b)Closing.
One or more closings shall occur within the time periods set forth in the Private Placement Memorandum at the offices of Sichenzia
Ross Freidman Ference LLP counsel to the Company, at 61 Broadway, New York, New York 10006, or remotely via the exchange of documents
and signatures.



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2.3.Closing
Deliveries. At the Closing, the Company shall deliver to the Investors, against delivery by the Investor of the Purchase Price
(as provided below), duly issued stock certificates representing the Preferred Shares, a copy of this Agreement duly signed by
an authorized officer of the Company and a copy of the Royalty Agreement between the Company and the Investors duly signed by
an authorized officer of the Company. At the Closing, each Investor shall deliver or cause to be delivered to the Company a copy
of this Agreement duly signed by such Investor, a copy of the Royalty Agreement duly signed by such Investor, the Investor Certification
in the form provided as an exhibit to the Memorandum, and the Purchase Price set forth in its counterpart signature page annexed
hereto by paying United States dollars in immediately available funds, by wire transfer to the following escrow account, to be
held and released in accordance with the terms of the Escrow Agreement:


2.4 Listing
of Common Stock. The Company will use commercially reasonable efforts to file an application to have its common stock listed
on the Nasdaq Capital Market or NYSE MKT within ten business days of the Closing. The Company makes no representation that the
Company’s application will be approved.


		3.	Representations, Warranties and Acknowledgments of the Investors.



 Each Investor,
severally and not jointly, represents and warrants to the Company solely as to such Investor that:


3.1Authorization.
The execution, delivery and performance by such Investor of the Transaction Documents to which such Investor is a party have been
duly authorized and will each constitute the valid and legally binding obligation of such Investor, enforceable against such Investor
in accordance with their respective terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and
similar laws of general applicability, relating to or affecting creditors’ rights generally.


3.2Purchase
Entirely for Own Account. The Transaction Securities to be received by such Investor hereunder will be acquired for such Investor’s
own account, not as nominee or agent, and not with a view to the resale or distribution of any part thereof in violation of the
Securities Act, and such Investor has no present intention of selling, granting any participation in, or otherwise distributing
the same in violation of the Securities Act, without prejudice, however, to such Investor’s right at all times to sell or
otherwise dispose of all or any part of such Transaction Securities in compliance with applicable federal and state securities
laws. Nothing contained herein shall be deemed a representation or warranty by such Investor to hold the Transaction Securities
for any period of time. Such Investor is not a broker-dealer registered with the SEC under the Exchange Act or an entity engaged
in a business that would require it to be so registered.


3.3.Investment
Experience. Such Investor acknowledges that the purchase of the Transaction Securities is a highly speculative investment and
that it can bear the economic risk and complete loss of its investment in the Transaction Securities and has such knowledge and
experience in financial or business matters such that it is capable of evaluating the merits and risks of the investment contemplated
hereby.


3.4Disclosure
of Information. Such Investor has had an opportunity to receive all information related to the Company and the Transaction
Securities requested by it and to ask questions of and receive answers from the Company regarding the Company, its business and
the terms and conditions of the offering of the Transaction Securities. Neither such inquiries nor any other due diligence investigation
conducted by such Investor shall modify, amend or affect such Investor’s right to rely on the Company’s representations
and warranties contained in this Agreement and the Private Placement Memorandum. Such Investor acknowledges that it has received
and reviewed the Private Placement Memorandum describing the offering of the Transaction Securities, as well the SEC Reports (as
defined in the Private Placement Memorandum).



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3.5Restricted
Securities. Such Investor understands that the Transaction Securities are characterized as “restricted securities”
under the U.S. federal securities laws since they are being acquired from the Company in a transaction not involving a public offering
and that under such laws and applicable regulations such securities may be resold without registration under the Securities Act
only in certain limited circumstances.


3.6Legends.
The Investor understands that, except as provided below, certificates evidencing the Transaction Securities will bear the following
or any similar legend:


(a)“The
securities represented hereby may not be transferred unless (i) such securities have been registered for sale pursuant to the Securities
Act of 1933, as amended, (ii) such securities may be sold pursuant to an available exemption from, or in a transaction not subject
to, the registration requirements of the Securities Act, or (iii) the Company has received an opinion of counsel reasonably satisfactory
to it that such transfer may lawfully be made without registration under the Securities Act of 1933 or qualification under applicable
state securities laws.”


(b)If
required by the authorities of any state in connection with the issuance of sale of the Transaction Securities, the legend required
by such state authority.


3.7Accredited
Investor. Such Investor is an accredited investor as defined in Rule 501(a) of Regulation D, as amended, under the Securities
Act (“Regulation D”).


3.8No General
Solicitation. Such Investor did not learn of the investment in the Transaction Securities as a result of any public advertising
or general solicitation.


3.9Brokers
and Finders. No Investor will have, as a result of the transactions contemplated by the Transaction Documents, any valid right,
interest or claim against or upon the Company, any Subsidiary or any other Investor, for any commission, fee or other compensation
pursuant to any agreement, arrangement or understanding entered into by or on behalf of such Investor.


		4.	Representations and Warranties of the Company.



The Company represents,
warrants and covenants to the Investors that:


4.1.Organization;
Execution, Delivery and Performance.


(a)The Company
and each of its Subsidiaries, if any, is a corporation or other entity duly organized, validly existing and in good standing under
the laws of the jurisdiction in which it is incorporated or organized, 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.
The Company is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which its
ownership or use of property or the nature of the business conducted by it makes such qualification necessary except where the
failure to be so qualified or in good standing would not have a Material Adverse Effect.



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(b)(i) The Company
has all requisite corporate power and authority to enter into and perform the Transaction Documents and to consummate the transactions
contemplated hereby and thereby and to issue the Transaction Securities, in accordance with the terms hereof and thereof, (ii)
the execution and delivery of the Transaction Documents by the Company and the consummation by the Company of the transactions
contemplated hereby and thereby (including without limitation, the issuance of the Transaction Securities) 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
stockholders, is required, (iii) each of the Transaction Documents have been duly executed and delivered by the Company by its
authorized representative, and such authorized representative is a true and official representative with authority to sign each
such document and the other documents or certificates executed in connection herewith and bind the Company accordingly, and (iv)
each of the Transaction Documents constitutes, and upon execution and delivery thereof by the Company will constitute, a legal,
valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except to the extent
limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement
of creditors’ rights and general principles of equity that restrict the availability of equitable or legal remedies.


4.2.Securities
Duly Authorized. The Transaction Securities to be issued to each such Investor pursuant to this Agreement, when issued
and delivered in accordance with the terms of this Agreement, will be duly and validly issued and will be fully paid and nonassessable
and free from all taxes or Liens with respect to the issue thereof and shall not be subject to preemptive rights or other similar
rights of stockholders of the Company. Subject to the accuracy of the representations and warranties of the Investors party to
this Agreement, the offer and issuance by the Company of the Transaction Securities is exempt from registration under the Securities
Act.


4.3No Conflicts.
The execution, delivery and performance of the Transaction Documents by the Company and the consummation by the Company of the
transactions contemplated hereby and thereby (including without limitation, the issuance of the Transaction Securities) will not:
(i) conflict with or result in a violation of any provision of the Company’s Certificate of Incorporation or By-laws each
as amended to date or (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 by which any property or asset of the Company or any of its Subsidiaries is bound or affected 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. Neither the Company nor any of its Subsidiaries is in violation of its Certificate of Incorporation, By-laws or other
organizational documents, each as amended to date. Neither the Company nor any of its Subsidiaries is in default (and no event
has occurred which with notice or lapse of time or both could put the Company or any of its Subsidiaries in default) under, and
neither the Company nor any of its Subsidiaries has taken any action or failed to take any action that would give to others any
rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Company
or any of its Subsidiaries is a party or by which any property or assets of the Company or any of its Subsidiaries is bound or
affected, or for possible defaults as would not, individually or in the aggregate, have a Material Adverse Effect. Except as required
under the Securities Act, the Exchange Act and any applicable state securities laws, the Company is not required to obtain any
consent, authorization or order of, or make any filing or registration with, any court, governmental agency, regulatory agency,
self-regulatory organization or stock market or any third party in order for it to execute, deliver or perform any of its obligations
under this Agreement or to issue and sell the Transaction Securities in accordance with the terms hereof.


4.4.Capitalization.
As of February 29, 2016, the authorized capital stock of the Company consists of (i) 200,000,0000 shares of Common Stock, par value
$0.001, of which 40,253,056 shares are issued and outstanding, 3,935,000 shares are reserved for issuance pursuant to stock options
granted, 17,888,945 shares are reserved for issuance pursuant to warrants to purchase Common Stock, and 4,056,042 shares are reserved
for issuance upon exchange of Exchangeable Shares, and (ii) 5,000,000 shares of preferred stock, par value $0.001 per share, of
which one share is designated as Special Voting Preferred Stock and is issued and outstanding, and 278,530 shares are designated
as Series A Preferred Stock, of which 278,530 are issued and outstanding. Upon filing of the Series B Certificate of Designation
with the Secretary of State of Nevada in accordance with this Agreement, 1,000,000 shares will be designated as Series B Preferred
Stock, of which none are outstanding., provided however, the Company may increase the number of Series B Preferred Stock that has
been designated solely by the action of the Company’s Board of Directors and no further consent of the Investors is required.
Except as described above and in the SEC Documents (including without limitation, with respect to “piggyback” registration
rights under placement agent warrants issued on March 6, 2013, and anti-dilution rights under warrants issued to investors in the
quarter ended March 31, 2013), (i) there are no outstanding options, warrants, scrip, rights to subscribe for, puts, calls, rights
of first refusal, agreements, understandings, claims or other commitments or rights of any character whatsoever relating to, or
securities or rights convertible into or exchangeable for any shares of capital stock of the Company or any of its Subsidiaries,
or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock
of the Company or any of its Subsidiaries, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries
is obligated to register the sale of any of its or their securities under the Securities Act and (iii) there are no anti-dilution
or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security
holders). All of such outstanding shares of capital stock are, or upon issuance will be, duly authorized, validly issued, fully
paid and nonassessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights
of the stockholders of the Company or any Lien imposed through the actions or failure to act of the Company.



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4.5.SEC Information.


(a)Since January
31, 2013, the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the
SEC pursuant to the reporting requirements of the Exchange Act (all of the foregoing and all other documents filed with the SEC
prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated
by reference therein, being hereinafter referred to herein as the “SEC
Documents”). The SEC Documents have been made available to the Investors via the SEC’s EDGAR system.
As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act and
the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at
the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required
to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were
made, not misleading. As of their respective dates, the financial statements of the Company included in the SEC Documents (“Company
Financial Statements”) complied as to form in all material respects with applicable accounting requirements and the published
rules and regulations of the SEC with respect thereto. The Company Financial Statements have been prepared in accordance with United
States generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise
indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent
they may not include footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated
financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their
operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments).
Except as set forth in the Company Financial Statements, the Company has no liabilities, contingent or otherwise, other than: (i)
liabilities incurred in the ordinary course of business subsequent to December 31, 2015 (the fiscal period end of the Company’s
most recently-filed periodic report), and (ii) obligations under contracts and commitments incurred in the ordinary course of business
and not required under generally accepted accounting principles to be reflected in such financial statements, which, individually
or in the aggregate, are not material to the financial condition or operating results of the Company.


(b)The shares
of Common Stock are currently quoted on the OTCQX tier of the OTC Markets Group. The Company has not received notice (written
or oral) from any regulatory body or the OTC Markets Group to the effect that the Company is not in compliance with the continued
quotation and maintenance requirements of such market.


4.6Permits;
Compliance. The Company and each of its Subsidiaries is in possession of all franchises, grants, authorizations, licenses,
permits, easements, variances, exemptions, consents, certificates, approvals and orders necessary to own, lease and operate its
properties and to carry on its business as it is now being conducted (collectively, the “Company
Permits”), and there is no action pending or, to the knowledge of the Company, threatened regarding suspension
or cancellation of any of the Company Permits. Neither the Company nor any of its Subsidiaries is in conflict with, or in default
or violation of, any of the Company Permits, except for any such conflicts, defaults or violations which, individually or in the
aggregate, would not reasonably be expected to have a Material Adverse Effect.


4.7Litigation.
Except as set forth in the SEC Documents, to the Company’s knowledge 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
Company’s knowledge, threatened against or affecting the Company or any of its Subsidiaries, or their respective businesses,
properties or assets or their officers or directors in their capacity as such, that would have a Material Adverse Effect.



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4.8No Material
Changes.


(a)Since
December 31, 2015, except as set forth in the SEC Documents, there has not been:


(i)Any
material adverse change in the financial condition, operations or business of the Company from that shown on the Company Financial
Statements, or any material transaction or commitment effected or entered into by the Company outside of the ordinary course of
business;


(ii)Any
effect, change or circumstance which has had, or could reasonably be expected to have, a Material Adverse Effect; or


(iii)Any
incurrence of any material liability outside of the ordinary course of business.


4.9No General
Solicitation. Neither the Company nor any person participating on the Company’s behalf in the transactions contemplated
hereby has conducted any “general solicitation,” as such term is defined in Regulation D promulgated under the Securities
Act, with respect to any of the Transaction Securities being offered hereby.


4.10No 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 Securities Act of the issuance of the Transaction Securities to the Investors. The issuance of the Transaction Securities
to the Investors will not be integrated with any other issuance of the Company’s securities (past, current or future) for
purposes of any stockholder approval provisions applicable to the Company or its securities or the Securities Act.


4.11Brokers.
The Company may engage registered broker-dealers to offer and sell Preferred Shares (each a “Placement Agent”). The
Company may pay the Placement Agent a commission of up to 8% of the gross proceeds received by the Company from the sale of Preferred
Shares sold by the Placement Agent, and issue to the Placement Agent a warrant to purchase up to 8% of the number of shares of
Common Stock issuable upon conversion of the Preferred Shares sold by such Placement Agent. The Placement Agent Warrants would
terminate no longer than 5 years from the Closing and would have an exercise price of up to 125% of the initial conversion price
of the Preferred Shares.


4.12Internal
Controls. Except as set forth in the SEC Documents, the Company is in material compliance with the provisions of the Sarbanes-Oxley
Act of 2002 currently applicable to the Company. Except as set forth in the SEC Documents, the Company and the Subsidiaries maintain
a system of internal accounting controls sufficient to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
Except as set forth in the SEC Documents, the Company has established disclosure controls and procedures (as defined in Exchange
Act Rules 13a-14 and 15d-14) for the Company and designed such disclosure controls and procedures to ensure that material information
relating to the Company, including the Subsidiaries, is made known to the certifying officers by others within those entities,
particularly during the period in which the Company’s most recently filed period report under the Exchange Act, as the case
may be, is being prepared. The Company's certifying officers have evaluated the effectiveness of the Company's controls and procedures
as of the end of the period covered by the most recently filed periodic report under the Exchange Act (such date, the “Evaluation
Date”). The Company presented in its most recently filed periodic report under the Exchange Act the conclusions of the
certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation
Date. The Company maintains and will continue to maintain a standard system of accounting established and administered in accordance
with U.S. generally accepted accounting principles and the applicable requirements of the Exchange Act.


4.13Form D;
Blue Sky Laws. The Company agrees to file a Form D with respect to the Transaction Securities as required under Regulation
D. The Company shall take such action as the Company shall reasonably determine is necessary to qualify the Transaction Securities
for sale to the Investors pursuant to this Agreement under applicable securities or “blue sky” laws of the states of
the United States (or to obtain an exemption from such qualification).



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4.14Disclosure.
The Company confirms that neither it nor any other Person acting on its behalf has provided any of the Investors or their agents
or counsel with any information that constitutes or could reasonably be expected to constitute material, non-public information
concerning the Company or any of its Subsidiaries, other than the existence of the transactions contemplated by this Agreement
and the other Transaction Documents. The Company understands and confirms that each of the Investors will rely on the foregoing
representations in effecting transactions in securities of the Company. All disclosure provided to the Investors regarding the
Company and its Subsidiaries, their businesses and the transactions contemplated hereby, including the schedules to this Agreement,
furnished by or on behalf of the Company or any of its Subsidiaries is true and correct in all material respects and does not contain
any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein,
in the light of the circumstances under which they were made, not misleading. Each press release issued by the Company or any of
its Subsidiaries during the twelve (12) months preceding the date of this Agreement did not at the time of release contain any
untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make
the statements therein, in the light of the circumstances under which they are made, not misleading. No event or circumstance has
occurred or information exists with respect to the Company or any of its Subsidiaries or its or their business, properties, liabilities,
results of operations or financial conditions, which, under applicable law, rule or regulation, requires public disclosure at or
before the date hereof or announcement by the Company but which has not been so publicly disclosed. The Company acknowledges and
agrees that no Investor makes or has made any representations or warranties with respect to the transactions contemplated hereby
other than those specifically set forth in Section 3.


4.15.Intellectual
Property Rights. The Company and its Subsidiaries own or possess adequate rights or licenses to use all trademarks, trade names,
service marks, service mark registrations, service names, patents, patent rights, copyrights, original works, inventions, licenses,
approvals, governmental authorizations, trade secrets and other intellectual property rights and all applications and registrations
therefor (“Intellectual Property Rights”) necessary to conduct their respective businesses as
now conducted and as presently proposed to be conducted. None of the Company’s or its Subsidiaries’ Intellectual Property
Rights have expired, terminated or been abandoned, or are expected to expire, terminate or be abandoned, within two (2) years from
the date of this Agreement. The Company has no knowledge of any infringement by the Company or any of its Subsidiaries of Intellectual
Property Rights of others. Except as set forth in the SEC Documents, there is no claim, action or proceeding being made or brought,
or to the Company’s Knowledge, being threatened, against the Company or any of its Subsidiaries regarding their Intellectual
Property Rights. The Company is not aware of any facts which give rise to any of the foregoing infringements or claims, actions
or proceedings. The Company and each of its Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality
and value of all of their Intellectual Property Rights, except where failure to take such measures would not, either individually
or in the aggregate, reasonably be expected to result in a Material Adverse Effect.


4.16.Tax Status.
Except for occurrences that would not, either individually or in the aggregate, reasonably be expected to result in a Material
Adverse Effect, the Company and each of its Subsidiaries (i) has timely made or filed all foreign, federal and state income and
all other tax returns, reports and declarations required by any jurisdiction to which it is subject, (ii) has timely paid all taxes
and other governmental assessments and charges that are material in amount, shown or determined to be due on such returns, reports
and declarations, except those being contested in good faith and (iii) has set aside on its books provision reasonably adequate
for the payment of all taxes for periods subsequent to the periods to which such returns, reports or declarations apply. There
are no unpaid taxes in any material amount claimed to be due by the taxing authority of any jurisdiction, and the officers of the
Company and its Subsidiaries know of no basis for any such claim.


4.17.Acknowledgement
Regarding Investors’ Trading Activity. It is understood and acknowledged by the Company that (i) following the public
disclosure of the transactions contemplated by the Transaction Documents in accordance with the terms thereof, none of the Investors
have been asked by the Company or any of its Subsidiaries to agree, nor has any Investor agreed with the Company or any of its
Subsidiaries, to desist from effecting any transactions in or with respect to (including, without limitation, purchasing or selling,
long and/or short) any securities of the Company, or “derivative” securities based on securities issued by the Company
or to hold any of the Transaction Securities for any specified term; (ii) any Investor, and counterparties in “derivative”
transactions to which any such Investor is a party, directly or indirectly, presently may have a “short” position in
the Common Stock which was established prior to such Investor’s knowledge of the transactions contemplated by the Transaction
Documents; and (iii) each Investor shall not be deemed to have any affiliation with or control over any arm’s length counterparty
in any “derivative” transaction. The Company further understands and acknowledges that following the public disclosure
of the transactions contemplated by the Transaction Documents, one or more Investors may engage in hedging and/or trading activities
at various times during the period that the Transaction Securities are outstanding, and such hedging and/or trading activities,
if any, can reduce the value of the existing stockholders’ equity interest in the Company both at and after the time the
hedging and/or trading activities are being conducted. The Company acknowledges that such aforementioned hedging and/or trading
activities do not constitute a breach of this Agreement or any other Transaction Document or any of the documents executed in connection
herewith or therewith.



    9 


     

    




4.18.Manipulation
of Price. Neither the Company nor any of its Subsidiaries has, and, to the Company’s Knowledge, no Person acting on their
behalf has, directly or indirectly, (i) taken any action designed to cause or to result in the stabilization or manipulation of
the price of any security of the Company or any of its Subsidiaries to facilitate the sale or resale of any of the Transaction
Securities, (ii) sold, bid for, purchased, or paid any compensation for soliciting purchases of, any of the Transaction Securities
or (iii) paid or agreed to pay to any Person any compensation for soliciting another to purchase any other securities of the Company
or any of its Subsidiaries.


4.19.Subsidiaries.
The Company’s Subsidiaries are set forth on Schedule 4.19 hereto.


4.20.Shell
Company Status. The Company is subject to Rule 144(i)(1)(ii) but has ceased to be an issuer subject to Rule 144(i)(1)(i) as
of January 25, 2013. The Company is in compliance with all filing requirements contained in Rule 144(i)(2).


5.Registration Rights. 



5.1.Registration.


(a)Mandatory
Registration. On the earlier to occur of 180 days from the Closing Date or 60 days after the Company’s common Stock is
listed on the Nasdaq Capital Market or the NYSE MKT, or the Company shall use its commercially reasonable efforts, at its sole
cost and expense to file a registration statement (as amended or supplemented from time to time, the “Registration Statement”)
on the appropriate form under the Securities Act with the SEC covering the re-sale from time to time of all of the Registrable
Securities and to keep such Registration Statement effective for a minimum of two years. Unless and until the Registration Statement
has been declared effective by the SEC, the Registrable Securities will be unregistered securities.


(b)Piggyback
Registration. If at any time after the Closing Date, the Company proposes to register (including for this purpose a registration
effected by the Company for stockholders other than the Holders) any of its stock or other securities under the Securities Act
in connection with the public offering of such securities (other than a registration statement on Form S-8, Form S-4 and /or registration
relating solely to the sale of securities to participants in a Company stock plan, a registration relating to a corporate reorganization
or other transaction under Rule 145 of the Securities Act, a registration on any form that does not include substantially the same
information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or
a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that
are also being registered), the Company shall, at such time, promptly give each Investor written notice of such registration. Upon
the written request of each Investor given within twenty (20) days after mailing of such notice by the Company, the Company shall
use commercially reasonable efforts to cause to be registered under the Securities Act all of the Registrable Securities that each
such Investor has requested to be registered, provided, however, if the managing underwriter of an underwritten offering subject
to Section 5.1(b) shall advise the Company that the inclusion of Registrable Securities requested to be included in the registration
statement would cause an adverse effect on the success of any such offering, based on market conditions or otherwise (an “Adverse
Effect”), then the Company shall be required to use commercially reasonable efforts to include in such registration statement,
to the extent of the amount of securities that the managing underwriters advise may be sold without causing such Adverse Effect,
(i) first securities proposed by the Company to be sold for its own account, (ii) second Registrable Securities and (iii) securities
of other selling security holders requested to be included in such registration.



    10 


     

    




(c) Cooperation
by Investor. Each Investor shall furnish to the Company such information regarding the Investor and the distribution proposed
by it as the Company may reasonably request in connection with any registration or offering referred to in this Section 5. Each
Investor shall cooperate as reasonably requested by the Company in connection with the preparation of the Registration Statement
with respect to such registration, and for so long as the Company is obligated to file and keep effective such Registration Statement,
shall provide to the Company, in writing, for use in the Registration Statement, all such information regarding the Investor and
its plan of distribution of the Preferred Shares, or Conversion Shares included in such registration as may be reasonably necessary
to enable the Company to prepare such Registration Statement, to maintain the currency and effectiveness thereof and otherwise
to comply with all applicable requirements of law in connection therewith.


5.2. Registration Statement
Expenses. The Company shall pay all Registration Expenses (as defined below) incurred in connection with a registration of
Registrable Securities, whether or not such Registration Statement shall become effective; provided that each Investor shall pay
all underwriting discounts, commissions and transfer taxes, and their own counsel and accounting fees, if any, relating to the
sale or disposition of such Investor’s Registrable Securities pursuant to such Registration Statement. As used herein, “Registration
Expenses” means any and all reasonable and customary expenses incident to performance of or compliance with the registration
rights set forth herein, including, without limitation, (i) all SEC and stock exchange or Financial Industry Regulatory Authority
registration and filing fees, (ii) all fees and expenses of complying with state securities or blue sky laws (including reasonable
fees and disbursements of counsel for the underwriters in connection with blue sky qualifications of the Registrable Securities
but no other expenses of or disbursements by the underwriters or their counsel), (iii) all printing, messenger and delivery expenses,
and (iv) the reasonable fees and disbursements of counsel for the Company and the Company’s independent public accountants.


6.Transfer
Restrictions.


6.1.Transfer
or Resale. Each Investor understands that:


(i)Except as
provided in the registration rights provisions set forth above, the sale or resale of all or any portion of the Transaction Securities
have not been and is not being registered under the Securities Act or any applicable state securities laws, and all or any portion
of the Transaction Securities may not be transferred unless:


(A)the Transaction
Securities are sold pursuant to an effective Registration Statement under the Securities Act;


(B)the Investor
shall have delivered to the Company, at the cost of the Company, a customary opinion of counsel that shall be in form, substance
and scope reasonably acceptable to the Company, to the effect that the Transaction Securities to be sold or transferred may be
sold or transferred pursuant to an exemption from such registration;


(C)the Transaction
Securities are sold or transferred to an “affiliate” (as defined in Rule 144 promulgated under the Securities Act (or
a successor rule) (“Rule 144”)) of the Investor who agrees to sell or otherwise transfer the Transaction Securities
only in accordance with this Section 6.1 and who is an Accredited Investor;


(D)the Transaction
Securities are sold pursuant to Rule 144; or


(E)the
Transaction Securities are sold pursuant to Regulation S under the Securities Act (or a successor rule) (“Regulation S”);


and, in each of (D) and (E), the Investor
shall have delivered to the Company a customary opinion of counsel, in form, substance and scope reasonably acceptable to the Company.
Notwithstanding the foregoing or anything else contained herein to the contrary, the Transaction Securities may be pledged as collateral
in connection with a bona fide margin account or other lending arrangement.



    11 


     

    




6.2Transfer
Agent Instructions. If an Investor provides the Company with a customary opinion of counsel, that shall be in form, substance
and scope reasonably acceptable to such counsel, to the effect that a public sale or transfer of such Transaction Securities may
be made without registration under the Securities Act and such sale or transfer is effected, the Company shall permit the transfer
and promptly instruct its transfer agent to issue one or more certificates, free from restrictive legend (if permitted by law),
in such name and in such denominations as specified by such Investor. The Company acknowledges that a breach by it of its obligations
hereunder will cause irreparable harm to the Investors, by vitiating the intent and purpose of the transactions contemplated hereby.
Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 6.2 may be inadequate
and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section, that the Investors
shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate
transfer, without the necessity of showing economic loss and without any bond or other security being required.


7.Conditions to Closing of the
Investors.


The obligation of each
Investor hereunder to purchase the Preferred Shares at the Closing is subject to the satisfaction, at or before the Closing
Date, of each of the following conditions, provided that these conditions are for each Investor’s sole benefit and may be
waived by such Investor at any time in its sole discretion by providing the Company with prior written notice thereof:


 


7.1.Representations,
Warranties and Covenants. The representations and warranties of the Company shall be true and correct in all material respects
as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties
that speak as of a specific date, which shall be true and correct in all material respects as of such date) and the Company shall
have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required to be performed,
satisfied or complied with by the Company at or prior to the Closing Date.


 


7.2.Consents.
The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale
of the Preferred Shares and Transaction Securities.


 


7.3.Delivery by Company.
The Company shall have duly executed and delivered to such Investor (A) each of the other Transaction Documents such Investor
is party to and (B) copies by fax or e-mail of certificates for the Preferred Shares in the number as is set forth on the signature
page hereby being purchased by such Investor at the Closing pursuant to this Agreement.


 


7.4. No Material Adverse
Effect. Since the date of first execution of this Agreement, no event or series of events shall have occurred that reasonably
would have or result in a Material Adverse Effect.


 


7.5.No Prohibition.
No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed
by any court or governmental authority of competent jurisdiction that prohibits the consummation of any of the transactions contemplated
by the Transaction Documents.


 



    12 


     

    




 


7.6.Other Documents.
The Company shall have delivered to such Investor such other documents, instruments or certificates relating to the transactions
contemplated by this Agreement as such Investor or its counsel may reasonably request.


7.7.Filing
of Certificate of Designation. The Company will have filed with the Secretary of State of Nevada the Certificate of Designation
of Series B Convertible Preferred Stock, substantially in the form of Exhibit B hereto (the “Series B Certificate
of Designation)”.


7.8Accounting
Determination. The Company will have received an unsigned memo from a qualified accounting firm (in the reasonable determination
of the Company) that the terms of the Preferred Shares will allow for the proceeds to be considered equity, subject to any adjustment
for contingent liability related to dividend or royalty payments, and the Company’s chief financial officer will agree with
and sign such memo in substantially the form provided.


7.9. Stockholders’
Equity Requirement. The proceeds from the offering of the Preferred Shares will be sufficient for the Company to meet the shareholders’
equity requirements of the initial listing requirements of the Nasdaq Capital Market or the NYSE MKT, in the reasonable determination
of the Company.


8.Conditions
to Closing of the Company.


The obligations
of the Company to effect the transactions contemplated by this Agreement with each Investor are subject to the fulfillment at or
prior to the Closing Date of the conditions listed below.


8.1.Representations
and Warranties. The representations and warranties made by such Investor in Section 3 shall be true and correct in all material
respects at the time of Closing as if made on and as of such date.


8.2.Corporate
Proceedings. All corporate and other proceedings required to be undertaken by such Investor in connection with the transactions
contemplated hereby shall have occurred and all documents and instruments incident to such proceedings shall be reasonably satisfactory
in substance and form to the Company.


8.3.Investor
Deliveries. The Company will have received the deliveries of the Investors set forth in Section 2.3.


9.Miscellaneous.


9.1.Notices.
All notices, requests, demands and other communications provided in connection with this Agreement shall be in writing and shall
be deemed to have been duly given at the time when hand delivered, delivered by express courier, or sent by facsimile (with receipt
confirmed by the sender’s transmitting device) in accordance with the contact information provided below or such other contact
information as the parties may have duly provided by notice.


The Company:


	
        DelMar Pharmaceuticals,
        Inc.

        Suite 720-999
        West Broadway

        Vancouver British
        Columbia, Canada

        V5Z 1K5
	With a copy to:	
        Sichenzia Ross Friedman Ference LLP

        61 Broadway, NY, NY 10006

        Telephone:212-930-9700

        Facsimile:212-930-9275

        Attention:Gregory Sichenzia, Esq.



The Investors:


As per the contact information provided
on the signature pages hereof.






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9.2.Survival
of Representations and Warranties. Each party hereto covenants and agrees that the representations and warranties of such party
contained in this Agreement shall survive the Closing. Each Investor shall be responsible only for its own representations, warranties,
agreements and covenants hereunder.


9.3.Indemnification.


(a)The Company
agrees to indemnify and hold harmless each Investor and its Affiliates and their respective directors, officers, employees and
agents from and against any and all losses, claims, damages, liabilities and expenses (including without limitation reasonable
attorney fees and disbursements and other expenses incurred in connection with investigating, preparing or defending any action,
claim or proceeding, pending or threatened and the costs of enforcement thereof) (collectively, “Losses”) to
which such Person may become subject as a result of any breach of representation, warranty, covenant or agreement made by or to
be performed on the part of the Company under the Transaction Documents, and will reimburse any such Person for all such amounts
as they are incurred by such Person.


(b)Promptly
after receipt by any Investor (the “Indemnified Person”) of notice of any demand, claim or circumstances which
would or might give rise to a claim or the commencement of any action, proceeding or investigation in respect of which indemnity
may be sought pursuant to Section 9.3, such Indemnified Person shall promptly notify the Company in writing and the Company shall
assume the defense thereof, including the employment of counsel reasonably satisfactory to such Indemnified Person, and shall assume
the payment of all fees and expenses; provided, however, that the failure of any Indemnified Person so to
notify the Company shall not relieve the Company of its obligations hereunder except to the extent that the Company is materially
prejudiced by such failure to notify. In any such proceeding, any Indemnified Person shall have the right to retain its own counsel,
but the fees and expenses of such counsel shall be at the expense of such Indemnified Person unless: (i) the Company and the Indemnified
Person shall have mutually agreed to the retention of such counsel; or (ii) in the reasonable judgment of counsel to such Indemnified
Person representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests
between them. The Company shall not be liable for any settlement of any proceeding effected without its written consent, which
consent shall not be unreasonably withheld, but if settled with such consent, or if there be a final judgment for the plaintiff,
the Company shall indemnify and hold harmless such Indemnified Person from and against any loss or liability (to the extent stated
above) by reason of such settlement or judgment. Without the prior written consent of the Indemnified Person, which consent shall
not be unreasonably withheld, the Company shall not effect any settlement of any pending or threatened proceeding in respect of
which any Indemnified Person is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party,
unless such settlement includes an unconditional release of such Indemnified Person from all liability arising out of such proceeding.


9.4.Entire
Agreement. This Agreement contains the entire agreement between the parties hereto in respect of the subject matter contained
herein and supersedes all prior agreements and understandings of the parties, oral and written, with respect to the subject matter
contained herein.


9.5.Underlying
Shares. The Company agrees at all times as long as the Preferred Shares may be converted or exercised, to keep reserved from
the authorized and unissued Common Stock, such number of shares of Common Stock as may be issuable upon conversion of the Preferred
Shares.


9.6.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.



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9.7.Current
Public Information. With a view to making available to the holders of Registrable Securities the benefits of certain rules
and regulations of the SEC which may permit the sale of the Registrable Securities to the public without registration, for a minimum
of two years from the date of the Closing, if the Investors, still own Registrable Securities, the Company shall use its reasonable
best efforts to: (i) make and keep public information available, as those terms are understood and defined in Rule 144
under the Securities Act, at all times; (ii) file with the SEC in a timely manner all reports and other documents required
of the Company under the Exchange Act; and (iii) for a minimum of 24 months from the date of the Closing if an Investor, still
owns any Registrable Securities, and in relation to a proposed sale of the Registrable Securities, furnish to such holder of Registrable
Securities upon any reasonable request, a written statement by the Company as to its compliance with Rule 144 under the Securities
Act (including without limitation compliance with Rule 144(c) relating to current public information), a copy of the most recent
annual or quarterly report of the Company, and such other reports and documents of the Company as such holder may reasonably request
in availing itself of any rule or regulation of the SEC allowing a holder to sell any such securities without registration.


9.8.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 any Investor shall assign this Agreement or any rights or obligations hereunder without the prior written
consent of the other. Notwithstanding the foregoing, but subject to the provisions of Section 6.1 hereof, any Investor may, without
the consent of the Company or any other Investor, assign its rights hereunder to any person that purchases Transaction Securities
in a private transaction from an Investor or to any of its “affiliates,” as that term is defined under the Exchange
Act.


9.9.Public
Disclosures. The Company shall on or before 8:30 a.m., New York time, within four (4) Business Days after the date of the first
Closing, file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction
Documents in the form required by the Exchange Act and attaching all the material Transaction Documents that are required to be
filed pursuant to those requirements, (which may include, without limitation, this Agreement and any schedules or attachments to
this Agreement) (including any exhibits, the “8-K Filing”). From and after the filing of the 8-K Filing, the
Company shall have disclosed all material, non-public information (if any) delivered to any of the Investors by the Company in
connection with the transactions contemplated by the Transaction Documents. The Company shall be entitled, without the prior approval
of any Investor, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity
with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations. Without the prior
written consent of the applicable Investor (which may be granted or withheld in such Investor’s sole discretion), the Company
shall not disclose the name of such Investor in any filing (other than the 8-K Filing, any Registration Statement registering the
Transaction Securities and any other filing as is required by applicable law and regulations), announcement, release or otherwise.


9.10.Binding
Effect; Benefits. This Agreement and all the provisions hereof shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and permitted assigns; nothing in this Agreement, expressed or implied, is intended to confer
on any persons other than the parties hereto or their respective successors and permitted assigns, any rights, remedies, obligations
or liabilities under or by reason of this Agreement.


9.11.Amendment;
Waivers. All modifications, amendments or waivers to this Agreement shall require the written consent of both the Company and
the holders of the majority of the then-outstanding Preferred Shares.



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9.12.Applicable
Law; Disputes. This Agreement shall be governed by and construed in accordance with the laws of the State of New York without
giving effect to the conflict of law provisions thereof, and the parties hereto irrevocably submit to the exclusive jurisdiction
of the United States District Court for the Southern District of New York, or, if jurisdiction in such court is lacking, the Supreme
Court of the State of New York, New York County, in respect of any dispute or matter arising out of or connected with this Agreement.


9.13.Further
Assurances. Each party hereto shall do and perform or cause to be done and performed all such further acts and shall execute
and deliver all such other agreements, certificates, instruments and documents as any other party hereto reasonably may request
in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated
hereby.


9.14.Counterparts.
This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which
taken together shall constitute one and the same instrument. This Agreement may also be executed via facsimile, which shall be
deemed an original.


9.15.Independent
Nature of Investors. The obligations of each Investor under this Agreement or other transaction document are several and not
joint with the obligations of any other Investor, and no Investor shall be responsible in any way for the performance of the obligations
of any other Investor under this Agreement or any other transaction document. Each Investor shall be responsible only for its own
representations, warranties, agreements and covenants hereunder. The decision of each Investor to purchase Preferred Shares pursuant
to this Agreement has been made by such Investor independently of any other Investor and independently of any information, materials,
statements or opinions as to the business, affairs, operations, assets, properties, liabilities, results of operations, condition
(financial or otherwise) or prospects of the Company which may have been made or given by any other Investor or by any agent or
employee of any other Investor, and no Investor or any of its agents or employees shall have any liability to any other Investor
(or any other person) relating to or arising from any such information, materials, statements or opinions. Nothing contained herein
or in any other transaction document, and no action taken by any Investor pursuant hereto or thereto, shall be deemed to constitute
the Investors as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Investors
are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by this Agreement.
Except as otherwise provided in this Agreement or any other transaction document, each Investor shall be entitled to independently
protect and enforce its rights arising out of this Agreement or out of the other transaction documents, and it shall not be necessary
for any other Investor to be joined as an additional party in any proceeding for such purpose. Each Investor has been represented
by its own separate legal counsel in connection with the transactions contemplated hereby.


 


[SIGNATURE PAGES
IMMEDIATELY FOLLOW]









    16 


     

    

 


IN
WITNESS WHEREOF, the undersigned Investors and the Company have caused this Securities Purchase Agreement to be duly
executed as of the date first above written.


 


 


	 	DELMAR PHARMACEUTICALS, INC. 
	 	 
	 	By: 	
	 	 	Jeffrey Bacha , Chairman & Chief Executive Officer
	 	 	 
	 	 	INVESTORS:


 


The Investors executing the Signature Page in the form attached hereto as Annex A and delivering the
same to the Company or its agents shall be deemed to have executed this Agreement and agreed to the terms hereof.





	 	 	 









	  	









    17 


     

    

 


Schedule 4.19


 


Subsidiaries


 


Del Mar Pharmaceuticals (BC) Ltd. (British Columbia,
Canada)


0959454 B.C. Ltd. (British Columbia, Canada)


0959456 B.C. Ltd. (British Columbia, Canada)


 


 


Annex A


Securities
Purchase Agreement


Investor
Counterpart Signature Page


 


The undersigned, desiring to: (i) enter into
this Securities Purchase Agreement dated as of _________ __, 2016 (the “Agreement”),
with the undersigned, DelMar Pharmaceuticals, Inc., a Nevada corporation (the “Company”),
in or substantially in the form furnished to the undersigned and (ii) purchase the shares of Series B Preferred Stock of the Company
(the “Preferred Shares”) as set forth below, hereby agrees to purchase such Preferred Shares from the Company
as of the Closing and further agrees to join the Agreement as a party thereto, with all the rights and privileges appertaining
thereto, and to be bound in all respects by the terms and conditions thereof. The undersigned specifically acknowledges having
read the representations in the Agreement section entitled “Representations, Warranties and Acknowledgments of the Investors,”
and hereby represents that the statements contained therein are complete and accurate with respect to the undersigned as an Investor.








	 	 	Name of Investor:
	 	 	 
	 	 	If an entity:
	 	 	 
	 	 	Print Name of Entity:
	 	 	
	 	 	 
	 	 	By:
	 	 	Name:
	 	 	Title:
	 	 	 
	 	 	If an individual:
	 	 	 
	 	 	Print Name:
	 	 	 
	 	 	 
	 	 	Signature:
	 	 	 
	 	 	 
	 	 	If joint individuals:
	 	 	 
	 	 	Print Name:
	 	 	 
	 	 	 
	 	 	Signature:
	 	 	 
	 	 	 
	 	 	All Investors:
	 	 	 
	 	 	Address:
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	Telephone No.:
	 	 	 
	 	 	
	 	 	Facsimile No.:
	 	 	 
	 	 	
	 	 	Email Address:
	 	 	 
	 	 	 
	 	 	 
	 	 	The Investor hereby elects to purchase:


____________ Preferred Shares (to
be completed by Investor) at a purchase price of $8.00 per Preferred Share under the Securities Purchase Agreement at a total
Purchase Price of


$__________ (to be completed
by Investor).






















    18 


     

    

 


Exhibit A-1


 


Closing held on __________ 2016


 


Schedule of Investors


 


	Investor	Preferred Shares 	Purchase Price
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	
        CLOSING TOTAL

         
	 	 





 


 






    19 


     

    

 


Exhibit B


 


	Certificate of Designation
        of Preferences Rights 

        and Limitations of Series
        B Preferred Stock 






 












20