Exhibit 10.1


 


[PROPANC HEALTH GROUP CORPORATION LETTERHEAD]


 


December 2, 2016


 


Delafield Investments Limited


c/o Joshua Sason, Director


Magna


40 Wall Street, 58th Floor


New York, New York 10005


 


RE: Revised financing terms and documents


 


Gentlemen:


 


Reference is hereby made
to the Two Year Common Stock Purchase Warrant (the “Two Year Warrant”), to purchase up to 40,000,000 shares of common
stock, par value $0.001 per share (the “Common Stock”), of Propanc Health Group Corporation (the “Company”)
at an exercise price of $0.10 per share, and the Five Month Common Stock Purchase Warrant (the “Five Month Warrant”),
to purchase in five tranches, at exercise prices between $0.012 and $0.020 per share, up to 200,000,000 shares of Common Stock.
Collectively, the Two Year Warrant and the Five Month Warrant are referred to herein as the “Warrants”). The Warrants
were issued to Delafield Investments Limited (“Delafield”) on August 3, 2016. On August 18, 2016, Delafield notified
us of its exercise of 12,500,000 shares of Common Stock under the first tranche of the Five Month Warrant at a purchase price of
$0.012 per share or $150,000 in the aggregate.


 


By the signature of your
authorized representative below, and for good and valuable consideration the value and receipt of which are hereby acknowledged,
Delafield acknowledges and agrees that, notwithstanding anything in the Warrants to the contrary, each of the Two Year Warrant
and the Five Month Warrant are hereby cancelled and shall hereafter be null, void and of no further force and effect. Delafield
agrees that the 12,500,000 shares of Common Stock held by Delafield as restricted securities are to be redeemed by the Company
upon the issuance and in exchange for an 8% convertible redeemable promissory note in the principal amount of $150,000.00 with
a maturity date two years from the issuance date. In addition, Delafield releases the Company from any and all obligations to register
the shares underlying the Warrants and authorizes the Company to withdraw its Registration Statement on Form S-1, together with
all exhibits thereto (File No. 333-213216) filed with the Securities and Exchange Commission on August 19, 2016 with respect to
such shares. Further, Delafield releases the Company from any and all obligations to reserve from its authorized and unissued shares
of Common Stock, 240,000,000 shares in connection with or underlying the Warrants and authorizes the Company to advise its transfer
agent accordingly. The Company will continue to reserve 433,149,094 shares of Common Stock in connection with the 2015 Debenture
and the Additional Issuance Debenture, each as defined below.


 




     


     


    

 


Delafield, on behalf of
itself and its affiliates, successors and assigns, consents to and agrees that notwithstanding anything to the contrary, including
but not limited to any provision or term of the Warrants, the Securities Purchase Agreement by and between the Company and Delafield
dated as of October 28, 2015 as amended by an addendum dated March 11, 2016, a letter agreement dated July 1, 2016 and a letter
agreement dated August 3, 2016 (collectively, the “Securities Purchase Agreement”), the Convertible Debenture in the
original principal amount of $4,400,000 issued by the Company to Delafield in connection with the Securities Purchase Agreement
(the “2015 Debenture”), the Security Agreement by and between the Company and Delafield dated as of October 28, 2015,
the Additional Issuance Agreement between the Company and Delafield dated as of September 13, 2016, and the 5% Original Issue Discount
Senior Secured Convertible Debenture of the Company issued to Delafield in the principal amount of $165,000 (the “Additional
Issuance Debenture”), the Company, at any time and from time to time prior to the repayment of the 2015 Debenture and the
Additional Issuance Debenture, may agree to issue and may issue shares of Common Stock upon conversion of a convertible security.
In addition, Delafield specifically waives compliance by the Company with the obligations imposed by Sections 7(d) and 7(e) of
each of the 2015 Debenture and the Additional Issuance Debenture with respect to any future issuances or repayments or offers thereof
of shares of Common Stock or Common Stock Equivalents or Indebtedness (as defined in the 2015 Debenture and Additional Issuance
Debenture) in connection with any issuance of shares of Common Stock upon conversion of a convertible security. The consent and
waivers contained herein are intended to be generally construed and applied. In no event will any actions by the Company pursuant
hereto be considered an event of default under any of the transaction documents between the Company and Delafield in connection
with the consent provided herein and the obligations waived pursuant hereto.


 


In consideration of the
foregoing, the Company agrees to issue Delafield a two year common stock purchase warrant to purchase 26,000,000 shares of Common
Stock at an exercise price of $0.05 per share.


 


Delafield, for itself and
its affiliates, successors and assigns, releases any and all rights or claims that it may have against the Company, its directors,
officers, subsidiaries, affiliates, representatives, agents and successors arising in any way under the Two Year Warrant or the
Five Month Warrant, respectively, shares exercised under the Warrants, or the right to purchase capital stock of the Company thereunder.


 


This letter may be executed
and delivered via facsimile or other electronic means with the same force and effect as if an original were executed and may be
signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures hereto were
upon the same instrument.


 


[Signature page follows.]


 




     


     


    

 


Please indicate that you
acknowledge and agree to the foregoing by signing this letter in the space below and returning it as soon as possible to my attention
via email at j.nathanielsz@propanc.com, with a copy to amcclean@hselaw.com.


 


	 	Sincerely,
	 	 
	 	Propanc Health Group Corporation
	 	 	 
	 	By:	 
	 	Name: James Nathanielsz
	 	Title: Chief Executive Officer


 


Accepted and Agreed


As of this ___ day of December 2016.


 


	Name of Holder:	Delafield Investments Limited	 
	Signature of Authorized Signatory of Holder:	 	 
	Name of Authorized Signatory:	 	 
	Title of Authorized Signatory:	 	 
	 	 	 
	Name of Holder:	Delafield Investments Limited	 
	Signature of Authorized Signatory of Holder:	 	 
	Name of Authorized Signatory:	 	 
	Title of Authorized Signatory: