Exhibit 4.2


 


THIS WARRANT AND THE SECURITIES ISSUABLE
UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE.  THEY
MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO
THE SECURITIES UNDER SUCH ACT AND/OR APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT
SUCH REGISTRATION IS NOT REQUIRED OR UNLESS SOLD PURSUANT TO RULE 144 OF SUCH ACT.


 


PROPANC HEALTH GROUP CORPORATION


 


COMMON STOCK PURCHASE WARRANT


 


	Warrant Shares: 26,000,000	 Issue Date:  December 2, 2016


 


THIS CERTIFIES that Delafield
Investments Limited (the “Holder”) is entitled, upon the terms and subject to the conditions hereinafter
set forth in this Warrant (this “Warrant”), at any time on or after (except as otherwise limited below)
the date of the applicable event specified below and on or prior to the Expiration Date, but not thereafter, to subscribe for and
to purchase from Propanc Health Group Corporation, a Delaware corporation (the “Company”), shares of
the Company's common stock, $0.001 par value per share (the “Common Stock”).


 


This Warrant is issued
pursuant to a Letter Agreement dated December 2, 2016 between the Holder and the Company.


 


The following is a statement
of the rights of the Holder of this Warrant and the conditions to which this Warrant is subject, to which the Holder, by the acceptance
of this Warrant, agrees:


 


1.            Certain
Definitions.


 


1.1           “Change
of Control” means any liquidation, dissolution or winding up of the Company, either voluntary or involuntary, and
shall be deemed to be occasioned by, or to include, (i) the acquisition of the Company by another entity by means of any transaction
or series of related transactions (including, without limitation, any stock acquisition, reorganization, merger or consolidation)
unless the Company’s shareholders of record as constituted immediately prior to such acquisition or sale will, immediately
after such acquisition or sale (by virtue of securities issued as consideration for the Company’s acquisition or sale or
otherwise) hold at least a majority of the voting power of the surviving or acquiring entity, or its direct or indirect parent
entity (except that the sale by the Company of shares of its capital stock to investors in bona fide equity financing transactions
shall not be deemed a Change of Control for this purpose) or (ii) a sale, exclusive license or other disposition of all or substantially
all of the assets of the Company, including a sale, exclusive license or other disposition of all or substantially all of the assets
of the Company’s subsidiaries, if such assets constitute substantially all of the assets of the Company and such subsidiaries
taken as a whole. 


 




    	 	1	 



     


    

 


1.2           “Exercise
Price” means $0.05 per share.


 


1.3           “Expiration
Date” means that date that is two years after the issue date set forth above.


  


1.4           “Shares”
means the shares of Common Stock issuable under this Warrant.


 


2.             Number
of Shares and Exercise Price


 


2.1           This
Warrant shall be exercisable for 26,000,000 Shares at the Exercise
Price.


 


2.2           This
Warrant may be exercised on or prior to the Expiration Date.


 


3.             Exercise
of Warrant


 


3.1           The purchase
rights represented by this Warrant are exercisable by the Holder, in whole or in part, by the surrender of this Warrant and
the Notice of Exercise annexed hereto duly executed at the Company’s principal executive office (or such other office
or agency of the Company as it may designate by notice in writing to the Holder at the address of the Holder appearing on the
books of the Company), and upon payment of the aggregate Exercise Price of the Shares thereby purchased (by cash or by check
or bank draft payable to the order of the Company); whereupon the Holder shall be entitled to receive a certificate for the
number of Shares so purchased. The Company agrees that if at the time of the surrender of this Warrant and purchase of the
Shares, the Holder shall be entitled to exercise this Warrant, the Shares so purchased shall be issued to the Holder as the
record owner of such Shares as of the close of business on the date on which this Warrant shall have been exercised as
aforesaid or on such later date requested by the Holder or on such earlier date agreed to by the Holder and the Company.


 


3.2           The exercise or
conversion of this Warrant in connection with a Change of Control may, at the election of the Holder, be conditioned upon the closing
of such Change of Control, in which event the Holder shall not be deemed to have exercised or converted this Warrant until immediately
prior to the closing of such Change of Control.


 


4.             Nonassessable


 


The Company covenants that
all Shares which may be issued upon the exercise of this Warrant will be validly issued, fully paid and nonassessable and free
from all taxes, liens and charges in respect of the issue thereof, provided, however, that in the event Shares are to be
issued in a name other than the name of the Holder, this Warrant when surrendered for exercise shall be accompanied by an assignment
duly executed by the Holder and the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it
for any transfer tax incidental thereto.  Certificates for Shares purchased hereunder shall be delivered to the Holder
promptly after the date on which this Warrant shall have been exercised.


 




    	 	2	 



     


    

 


5.             No
Fractional Shares


 


No fractional shares or
scrip representing fractional shares shall be issued upon the exercise of this Warrant but the number of shares issuable will be
rounded to the nearest whole share.


 


6.             No
Rights as Shareholders


 


This Warrant does not entitle
the Holder to any voting rights or other rights as a shareholder of the Company prior to the exercise hereof.


 


7.            Saturdays,
Sundays, Holidays, etc.


 


If the last or appointed
day for the taking of any action or the expiration of any right required or granted herein shall be a Saturday, a Sunday or a legal
holiday, then such action may be taken or such right may be exercised on the next succeeding day that is not a Saturday, Sunday
or legal holiday.


 


8.            Adjustments


 


The Exercise Price and
the number of Shares purchasable hereunder are subject to adjustment from time to time as set forth in this Section 8.


 


8.1       Reclassification,
etc.  If the Company, at any time while this Warrant, or any portion hereof, remains outstanding and unexpired
by reclassification of securities or otherwise, shall change any of the securities as to which purchase rights under this
Warrant exist into the same or a different number of securities or any other class or classes, this Warrant shall thereafter
represent the right to acquire such number and kind of securities as would have been issuable as the result of such change
with respect to the securities that were subject to the purchase rights under this Warrant immediately prior to such
reclassification or other change and the Exercise Price therefor shall be appropriately adjusted, all subject to further
adjustment as provided in this Section 8.


 


8.2        Subdivision or
Combination of Shares.  In the event that the Company shall at any time subdivide the outstanding securities as
to which purchase rights under this Warrant exist, or shall issue a stock dividend on the securities as to which purchase
rights under this Warrant exist, the number of securities as to which purchase rights under this Warrant exist immediately
prior to such subdivision or to the issuance of such stock dividend shall be proportionately increased, and the Exercise
Price shall be proportionately decreased, and in the event that the Company shall at any time combine the outstanding
securities as to which purchase rights under this Warrant exist, the number of securities as to which purchase rights under
this Warrant exist immediately prior to such combination shall be proportionately decreased, and the Exercise Price shall be
proportionately increased, effective at the close of business on the date of such subdivision, stock dividend or combination,
as the case may be.


 




    	 	3	 



     


    

 


 


9.3       Cash
Distributions.  No adjustment on account of cash dividends or interest on the securities as to which purchase
rights under this Warrant exist will be made to the Exercise Price under this Warrant.


 


9.            Notice of
Certain Events


 


The Company will provide
notice to the Holder at the address on the records of the Company with at least 20 days notice prior to the closing of a Change
of Control.


 


10.           Purchase
Rights; Fundamental Transactions.  In addition to any adjustments pursuant to Section 8 above, if at any
time the Company grants, issues or sells any options, convertible securities or rights to purchase stock, warrants,
securities or other property pro rata to all the record holders of Common Stock (“Purchase Rights”), then the
Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which
the Holder could have acquired if the Holder had held the number of shares of Common Stock acquirable upon complete exercise
of this Warrant immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase
Rights, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be
determined for the grant, issue or sale of such Purchase Rights.


 


11.           Miscellaneous


 


11.1           Loss,
Theft, Destruction or Mutilation of Warrant.  Upon receipt of evidence reasonably satisfactory to the Company of
the loss, theft, destruction or mutilation of this Warrant and, in the case of loss, theft or destruction, delivery of an indemnity
agreement reasonably satisfactory in form and substance to the Company or, in the case of mutilation, on surrender and cancellation
of this Warrant, the Company shall execute and deliver, in lieu of this Warrant, a new Warrant executed in the same manner as this
Warrant and of like tenor and amount. 


 


11.2           Waivers
and Amendments.  This Warrant and the obligations of the Company and the rights of the Holder under this Warrant
may be amended, waived, discharged or terminated (either generally or in a particular instance, either retroactively or prospectively
and either for a specified period of time or indefinitely) with the written consent of the Company (which shall not be required
in connection with a waiver of rights in favor of the Company) and the Holder; provided, however, that no such amendment
or waiver shall reduce the number of Shares represented by this Warrant without the consent of the Holder hereof; and provided
further, however, that nothing shall prevent the Holder from individually agreeing to waive the observation of any term of
this Warrant.  Any amendment, waiver, discharge or termination effected in accordance with this Section 11.2 shall be
binding upon the Company and the Holder.


 




    	 	4	 



     


    

 


11.3         Notices.  Any
and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall
be deemed given and effective on the earliest of: (a) the date of transmission, if such notice or communication is delivered via
facsimile at the facsimile number or email attachment as set forth on the signature pages attached hereto at or prior to 5:30
p.m. (New York City time), (b) the next day after the date of transmission, if such notice or communication is delivered via facsimile
at the facsimile number or email attachment as set forth on the signature pages attached hereto on a day that is not a business
day or later than 5:30 p.m. (Eastern Time), (c) the second day following the date of mailing, if sent by U.S. nationally recognized
overnight courier service or (d) upon actual receipt by the party to whom such notice is required to be given. The address for
such notices and communications shall be as set forth below.


 


To the Company:


James Nathanielsz, Chief
Executive Officer


PO Box 114, Camberwell, Vic,
3124


Australia


		Email:	j.nathanielsz@propanc.com



		Fax:	+6139882-6723



 


To the Holder:


Joshua Sason, Director


Magna


40 Wall Street, 58th Floor


New York, New York 10005


		Email:	Research@Mag.na



		Fax:	646-737-9948



 


11.4           Severability.  If
one or more provisions of this Warrant are held to be unenforceable under applicable law, such provision(s) shall be excluded from
this Warrant and the balance of this Warrant shall be interpreted as if such provision(s) were so excluded and shall be enforceable
in accordance with its terms.


 


11.5           Successors
and Assigns.  Neither this Warrant nor any rights hereunder are transferable without the prior written consent
of the Company.  Notwithstanding the foregoing, the Holder shall be permitted to transfer this Warrant to any affiliate
(as that term is defined in the Securities Act of 1933) of the Holder.  If a transfer is permitted pursuant to this Section
11.5, the transfer shall be recorded on the books of the Company upon the surrender of this Warrant, properly endorsed, to the
Company at its principal offices, and the payment to the Company of all transfer taxes and other governmental charges imposed on
such transfer.  In the event of a partial transfer, the Company shall issue to the holders one or more appropriate new
warrants.  Subject to the foregoing, the provisions of this Warrant shall inure to the benefit of, and be binding upon,
the successors, assigns, heirs, executors and administrators of the Company and the Holder.


 




    	 	5	 



     


    

 


11.6           Delays
or Omissions.  No delay or omission to exercise any right, power, or remedy accruing to the Holder, upon any breach
or default of the Company under this Warrant shall impair any such right, power, or remedy of the Holder nor shall it be construed
to be a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach or default thereafter
occurring; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default therefore or
thereafter occurring.  Any waiver, permit, consent, or approval of any kind or character on the part of the Holder of
any breach or default under this Warrant or any waiver on the part of the Holder of any provisions or conditions of this Warrant
must be made in writing and shall be effective only to the extent specifically set forth in such writing.  All remedies,
either under this Warrant or by law or otherwise afforded to the Investors, shall be cumulative and not alternative.


 


11.7           Titles
and Subtitles.  The titles of the paragraphs and subparagraphs of this Warrant are for convenience of reference only
and are not to be considered in construing this Warrant.


 


11.8           Construction.  The
language used in this Warrant 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.


 


11.9           Governing
Law.  THIS WARRANT SHALL BE GOVERNED IN ALL RESPECTS BY THE LAWS OF THE STATE OF NEW YORK AS SUCH LAWS ARE APPLIED
TO AGREEMENTS BETWEEN NEW YORK RESIDENTS ENTERED INTO AND TO BE PERFORMED ENTIRELY WITHIN NEW YORK.


 


[Remainder of page intentionally left blank]


 




    	 	6	 



     


    

 


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


 


PROPANC HEALTH GROUP
CORPORATION


 


	By:	 	 
	 	Name:  James Nathanielsz	 
	 	Title:  Chief Executive Officer	 


 


[Signature page to Common Stock Purchase
Warrant Issued to Delafield Investments Limited]


 




    	 	7	 



     


    

 


NOTICE OF EXERCISE


 


TO:         Propanc
Health Group Corporation


 


The undersigned hereby elects to purchase ______________
shares (the “Shares”) of the Common Stock of Propanc Health Group Corporation pursuant to the terms of the attached
Warrant and tenders herewith payment of the purchase price in full.


 


Please issue a certificate
or certificates representing said Shares in the name of the undersigned or in such other name as is specified below:


 


	 	 	 


 


The Shares shall be delivered
to the following DWAC Account Number or by physical delivery of a certificate to:


 


	 	 	 
	 	 	 
	 	 	 


 


The undersigned represents
and warrants that it (i) is acquiring the Shares for its own account and not with a view towards distribution, (ii) has such knowledge,
sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective
investment in the Shares and has so evaluated such merits and risks, (iii) is able to bear the economic risk of the investment
in the Shares and (iv) has been given the opportunity to access such information regarding the Company to make an informed investment
decision with respect to the Shares.


 


SIGNATURE OF HOLDER:


 


	Name of Investing Entity:	 
	Signature of Authorized Signatory of Investing Entity: 	 
	Name of Authorized Signatory: 	 
	Title of Authorized Signatory: 	 
	Date: