Exhibit 10.3


 


SECURITY AGREEMENT


 


This SECURITY AGREEMENT,
dated as of October __, 2015 (this “Agreement”), is among Propanc Health Group Corp., a Delaware corporation
(the “Company”), all of the Subsidiaries of the Company (such subsidiaries, the “Guarantors”
and together with the Company, the “Debtors”) and the holder of the Company’s 5% Original Issue Discount
Senior Secured Convertible Debenture due twelve (12) months following its issuance, in the original aggregate principal amount
of $4,400,000 (the “Debenture”) signatory hereto, its endorsees, transferees and assigns (collectively, the
“Secured Parties”).


 


WITNESSETH:


 


WHEREAS, pursuant to
the Purchase Agreement (as defined in the Debenture), the Secured Parties have severally agreed to extend the loans to the Company
evidenced by the Debenture;


 


WHEREAS, pursuant to
a certain Subsidiary Guarantee, dated as of the date hereof (the “Guarantee”), the Guarantors have jointly and
severally agreed to guarantee and act as surety for payment of such Debenture; and


 


WHEREAS, in order to
induce the Secured Parties to extend the loans evidenced by the Debenture, each Debtor has agreed to execute and deliver to the
Secured Parties this Agreement and to grant the Secured Parties, pari passu with each other Secured Party and through
the Agent (as defined in Section 18 hereof), a security interest in certain property of such Debtor to secure the prompt payment,
performance and discharge in full of all of the Company’s obligations under the Debenture and the Guarantors’ obligations
under the Guarantee.


 


NOW, THEREFORE, in
consideration of the agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties hereto hereby agree as follows:


 


1.     
     Certain Definitions. As used in this Agreement, the following terms shall have the
meanings set forth in this Section 1. Terms used but not otherwise defined in this Agreement that are defined in Article 9 of
the UCC (such as “account”, “chattel paper”, “commercial tort claim”, “deposit
account”, “document”, “equipment”, “fixtures”, “general intangibles”,
“goods”, “instruments”, “inventory”, “investment property”,
“letter-of-credit rights”, “proceeds” and “supporting obligations”) shall have the
respective meanings given such terms in Article 9 of the UCC.


 


(a)          “Collateral”
means the collateral in which the Agent on behalf of the Secured Parties is granted a security interest by this Agreement and which
shall include the following personal property of the Debtors, whether presently owned or existing or hereafter acquired or coming
into existence, wherever situated, and all additions and accessions thereto and all substitutions and replacements thereof, and
all proceeds, products and accounts thereof, including, without limitation, all proceeds from the sale or transfer of the Collateral
and of insurance covering the same and of any tort claims in connection therewith, and all dividends, interest, cash, notes, securities,
equity interest or other property at any time and from time to time acquired, receivable or otherwise distributed in respect of,
or in exchange for, any or all of the Pledged Securities (as defined below):


 




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(i)          All
goods, including, without limitation, (A) all machinery, equipment, computers, motor vehicles, trucks, tanks, boats, ships, appliances,
furniture, special and general tools, fixtures, test and quality control devices and other equipment of every kind and nature and
wherever situated, together with all documents of title and documents representing the same, all additions and accessions thereto,
replacements therefor, all parts therefor, and all substitutes for any of the foregoing and all other items used and useful in
connection with any Debtor’s businesses and all improvements thereto; and (B) all inventory;


 


(ii)         All
contract rights and other general intangibles, including, without limitation, all partnership interests, membership interests,
stock or other securities, rights under any of the Organizational Documents, agreements related to the Pledged Securities, licenses,
distribution and other agreements, computer software (whether “off-the-shelf”, licensed from any third party or developed
by any Debtor), computer software development rights, leases, franchises, customer lists, quality control procedures, grants and
rights, goodwill, Intellectual Property and income tax refunds;


 


(iii)        All
accounts, including the Deposit Control Account (as defined in the Debenture) together with all instruments, all documents of title
representing any of the foregoing, all rights in any merchandising, goods, equipment, motor vehicles and trucks which any of the
same may represent, and all right, title, security and guaranties with respect to each account, including any right of stoppage
in transit;


 


(iv)        All
documents, letter-of-credit rights, instruments and chattel paper;


 


(v)         All
commercial tort claims;


 


(vi)        All
deposit accounts and all cash (whether or not deposited in such deposit accounts);


 


(vii)       All
investment property;


 


(viii)      All
supporting obligations; and


 


(ix)         All
files, records, books of account, business papers, and computer programs; and


 




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(x)          the
products and proceeds of all of the foregoing Collateral set forth in clauses (i)-(ix) above.


 


Without limiting
the generality of the foregoing, the “Collateral” shall include all investment property and general intangibles
respecting ownership and/or other equity interests in each Guarantor, including, without limitation, the shares of capital stock
and the other equity interests listed on Schedule H hereto (as the same may be modified from time to time pursuant to the
terms hereof), and any other shares of capital stock and/or other equity interests of any other direct or indirect subsidiary of
any Debtor obtained in the future, and, in each case, all certificates representing such shares and/or equity interests and, in
each case, all rights, options, warrants, stock, other securities and/or equity interests that may hereafter be received, receivable
or distributed in respect of, or exchanged for, any of the foregoing and all rights arising under or in connection with the Pledged
Securities, including, but not limited to, all dividends, interest and cash.


 


Notwithstanding
the foregoing, nothing herein shall be deemed to constitute an assignment of any asset which, in the event of an assignment, becomes
void by operation of applicable law or the assignment of which is otherwise prohibited by applicable law (in each case to the extent
that such applicable law is not overridden by Sections 9-406, 9-407 and/or 9-408 of the UCC or other similar applicable law); provided,
however, that to the extent permitted by applicable law, this Agreement shall create a valid security interest in such asset
and, to the extent permitted by applicable law, this Agreement shall create a valid security interest in the proceeds of such asset.


 


(b)          “Intellectual
Property” means the collective reference to all rights, priorities and privileges relating to intellectual property,
whether arising under United States, multinational or foreign laws or otherwise, including, without limitation, (i) all copyrights
arising under the laws of the United States, any other country or any political subdivision thereof, whether registered or unregistered
and whether published or unpublished, all registrations and recordings thereof, and all applications in connection therewith, including,
without limitation, all registrations, recordings and applications in the United States Copyright Office, (ii) all letters patent
of the United States, any other country or any political subdivision thereof, all reissues and extensions thereof, and all applications
for letters patent of the United States or any other country and all divisions, continuations and continuations-in-part thereof,
(iii) all trademarks, trade names, corporate names, company names, business names, fictitious business names, trade dress, service
marks, logos, domain names and other source or business identifiers, and all goodwill associated therewith, now existing or hereafter
adopted or acquired, all registrations and recordings thereof, and all applications in connection therewith, whether in the United
States Patent and Trademark Office or in any similar office or agency of the United States, any State thereof or any other country
or any political subdivision thereof, or otherwise, and all common law rights related thereto, (iv) all trade secrets arising under
the laws of the United States, any other country or any political subdivision thereof, (v) all rights to obtain any reissues, renewals
or extensions of the foregoing, (vi) all licenses for any of the foregoing, and (vii) all causes of action for infringement of
the foregoing.


 




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(c)          “Majority
in Interest” means, at any time of determination, the majority in interest (based on then-outstanding principal amount
of the Debenture at the time of such determination) of the Secured Parties.


 


(d)          “Necessary
Endorsement” means undated stock powers endorsed in blank or other proper instruments of assignment duly executed and
such other instruments or documents as the Agent (as that term is defined below) may reasonably request.


 


(e)          “Obligations”
means all of the liabilities and obligations (primary, secondary, direct, contingent, sole, joint or several) due or to become
due, or that are now or may be hereafter contracted or acquired, or owing to, of any Debtor to the Secured Parties, including,
without limitation, all obligations under this Agreement, the Debenture, the Guarantee and any other instruments, agreements or
other documents executed and/or delivered in connection herewith or therewith, in each case, whether now or hereafter existing,
voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not jointly owed with
others, and whether or not from time to time decreased or extinguished and later increased, created or incurred, and all or any
portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered
directly or indirectly from any of the Secured Parties as a preference, fraudulent transfer or otherwise as such obligations may
be amended, supplemented, converted, extended or modified from time to time. Without limiting the generality of the foregoing,
the term “Obligations” shall include, without limitation: (i) principal of, and interest on the Debenture and the loans
extended pursuant thereto; (ii) any and all other fees, indemnities, costs, obligations and liabilities of the Debtors from time
to time under or in connection with this Agreement, the Debenture, the Guarantee and any other instruments, agreements or other
documents executed and/or delivered in connection herewith or therewith; and (iii) all amounts (including but not limited to post-petition
interest) in respect of the foregoing that would be payable but for the fact that the obligations to pay such amounts are unenforceable
or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving any Debtor.


 


(f)          “Organizational
Documents” means with respect to any Debtor, the documents by which such Debtor was organized (such as a certificate
of incorporation, certificate of limited partnership or articles of organization, and including, without limitation, any certificates
of designation for preferred stock or other forms of preferred equity) and which relate to the internal governance of such Debtor
(such as bylaws, a partnership agreement or an operating, limited liability or members agreement).


 


(g)          “Pledged
Interests” shall have the meaning ascribed to such term in Section 4(j).


 




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(h)          “Pledged
Securities” shall have the meaning ascribed to such term in Section 4(i).


 


(i)          “UCC”
means the Uniform Commercial Code of the State of New York and or any other applicable law of any state or states which has jurisdiction
with respect to all, or any portion of, the Collateral or this Agreement, from time to time. It is the intent of the parties that
defined terms in the UCC should be construed in their broadest sense so that the term “Collateral” will be construed
in its broadest sense. Accordingly if there are, from time to time, changes to defined terms in the UCC that broaden the definitions,
they are incorporated herein and if existing definitions in the UCC are broader than the amended definitions, the existing ones
shall be controlling.


 


2.    
      Grant of Security Interest in Collateral. As an inducement for the Secured Parties
to extend the loans as evidenced by the Debenture and to secure the complete and timely payment, performance and discharge in
full, as the case may be, of all of the Obligations, each Debtor hereby unconditionally and irrevocably pledges, grants and
hypothecates to the Agent, on behalf of the Secured Parties, a security interest in and to, a lien upon and a right of
set-off against all of their respective right, title and interest of whatsoever kind and nature in and to, the Collateral (a
“Security Interest” and, collectively, the “Security Interests”); it being understood
that the Agent shall take the actions describe in Section 4(g) hereof on the tenth (10th) Trading Day (as defined
in the Debenture) following the date on which the Securities and Exchange Commission declares the Initial Registration
Statement (as defined in the Debenture) effective, if: (i) each of the Equity Conditions (as defined in the Debenture) have
been met and the Company reasonably believes that each of the Equity Conditions will be met in the future, (ii) no Event
of Default (as defined in the Debenture) exists and (iii) the Company’s outstanding debt obligation to Chicago Ventures
has been repaid in full or converted into shares of the Company’s common stock.


 


3.    
      Delivery of Certain Collateral. Contemporaneously or prior to the execution of
this Agreement, each Debtor shall deliver or cause to be delivered to the Agent (a) any and all certificates and other
instruments representing or evidencing the Pledged Securities, and (b) any and all certificates and other instruments or
documents representing any of the other Collateral, in each case, together with all Necessary Endorsements. The Debtors are,
contemporaneously with the execution hereof, delivering to Agent, or have previously delivered to Agent, a true and correct
copy of each Organizational Document governing any of the Pledged Securities.


 


4.    
      Representations, Warranties, Covenants and Agreements of the Debtors. Except as
set forth under the corresponding section of the disclosure schedules delivered to the Secured Parties concurrently herewith
(the “Disclosure Schedules”), which Disclosure Schedules shall be deemed a part hereof, each Debtor
represents and warrants to, and covenants and agrees with, the Secured Parties as follows:


 


(a)          Each
Debtor has the requisite corporate, partnership, limited liability company or other power and authority to enter into this Agreement
and otherwise to carry out its obligations hereunder. The execution, delivery and performance by each Debtor of this Agreement
and the filings contemplated therein have been duly authorized by all necessary corporate action on the part of such Debtor and
no further action is required by such Debtor. This Agreement has been duly executed by each Debtor. This Agreement constitutes
the legal, valid and binding obligation of each Debtor, enforceable against each Debtor in accordance with its terms except as
such enforceability may be limited by applicable bankruptcy, insolvency, reorganization and similar laws of general application
relating to or affecting the rights and remedies of creditors and by general principles of equity.


 




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(b)          The
Debtors have no place of business or offices where their respective books of account and records are kept (other than temporarily
at the offices of its attorneys or accountants) or places where Collateral is stored or located, except as set forth on Schedule
A attached hereto. Except as specifically set forth on Schedule A, each Debtor is the record owner of the real property
where such Collateral is located, and there exist no mortgages or other liens on any such real property except for Permitted Liens
(as defined in the Debenture). Except as disclosed on Schedule A, none of such Collateral is in the possession of any consignee,
bailee, warehouseman, agent or processor.


 


(c)          Except
for Permitted Liens (as defined in the Debenture) and except as set forth on Schedule B attached hereto, the Debtors are
the sole owner of the Collateral (except for non-exclusive licenses granted by any Debtor in the ordinary course of business),
free and clear of any liens, security interests, encumbrances, rights or claims, and are fully authorized to grant the Security
Interests. Except as set forth on Schedule C attached hereto, there is not on file in any governmental or regulatory authority,
agency or recording office an effective financing statement, security agreement, license or transfer or any notice of any of the
foregoing (other than those that will be filed in favor of the Secured Parties pursuant to this Agreement) covering or affecting
any of the Collateral. Except as set forth on Schedule C attached hereto and except pursuant to this Agreement, as long
as this Agreement shall be in effect, the Debtors shall not execute and shall not knowingly permit to be on file in any such office
or agency any other financing statement or other document or instrument (except to the extent filed or recorded in favor of the
Secured Parties pursuant to the terms of this Agreement).


 


(d)          No
written claim has been received that any Collateral or any Debtor's use of any Collateral violates the rights of any third party.
There has been no adverse decision to any Debtor's claim of ownership rights in or exclusive rights to use the Collateral in any
jurisdiction or to any Debtor's right to keep and maintain such Collateral in full force and effect, and there is no proceeding
involving said rights pending or, to the best knowledge of any Debtor, threatened before any court, judicial body, administrative
or regulatory agency, arbitrator or other governmental authority.


 


(e)          Each
Debtor shall at all times maintain its books of account and records relating to the Collateral at its principal place of business
and its Collateral at the locations set forth on Schedule A attached hereto and may not relocate such books of account and
records or tangible Collateral unless it delivers to the Secured Parties at least 30 days prior to such relocation (i) written
notice of such relocation and the new location thereof (which must be within the United States) and (ii) evidence that appropriate
financing statements under the UCC and other necessary documents have been filed and recorded and other steps have been taken to
perfect the Security Interests to create in favor of the Agent, on behalf of the Secured Parties, a valid, perfected and continuing
perfected first priority lien in the Collateral.


 




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(f)          This
Agreement creates in favor of the Agent, on behalf of the Secured Parties, a valid security interest in the Collateral, subject
only to Permitted Liens (as defined in the Debenture) securing the payment and performance of the Obligations. Upon making the
filings described in the immediately following paragraph, all security interests created hereunder in any Collateral which may
be perfected by filing Uniform Commercial Code financing statements shall have been duly perfected. Except for the filing of the
Uniform Commercial Code financing statements referred to in the immediately following paragraph, the recordation of the Intellectual
Property Security Agreement (as defined in Section 4(p) hereof) with respect to copyrights and copyright applications in the United
States Copyright Office referred to in paragraph (mm), the execution by all applicable parties and delivery of deposit account
control agreements satisfying the requirements of Section 9-104(a)(2) of the UCC with respect to each deposit account of the Debtors,
and the delivery of the certificates and other instruments provided in Section 3, no action is necessary to create, perfect or
protect the security interests created hereunder. Without limiting the generality of the foregoing, except for the filing of said
financing statements, the recordation of said Intellectual Property Security Agreement, and the execution and delivery of said
deposit account control agreements, no consent of any third parties and no authorization, approval or other action by, and no notice
to or filing with, any governmental authority or regulatory body is required for (i) the execution, delivery and performance of
this Agreement, (ii) the creation or perfection of the Security Interests created hereunder in the Collateral or (iii) the enforcement
of the rights of the Agent and the Secured Parties hereunder.


 


(g)          Each
Debtor hereby authorizes the Agent to file one or more financing statements under the UCC, with respect to the Security Interests,
with the proper filing and recording agencies in any jurisdiction deemed proper by it; it being understood that the Agent shall
file a UCC-3 amending the description of the Collateral in the UCC-1 filing to eliminate the Security Interests in all of the Collateral
except for the Security Interest in the Deposit Control Account (as defined in the Debenture) and cash and proceeds therefrom on
the tenth (10th) Trading Day (as defined in the Debenture) following the date on which the Securities and Exchange Commission
declares the Initial Registration Statement (as defined in the Debenture) effective, if: (i) each of the Equity Conditions (as
defined in the Debenture) have been met and the Company reasonably believes that each of the Equity Conditions will be met in the
future, (ii) no Event of Default (as defined in the Debenture) exists and (iii) the Company’s outstanding debt obligation
to Chicago Ventures has been repaid in full or converted into shares of the Company’s common stock.


 




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(h)          The
execution, delivery and performance of this Agreement by the Debtors does not (i) violate any of the provisions of any Organizational
Documents of any Debtor or any judgment, decree, order or award of any court, governmental body or arbitrator or any applicable
law, rule or regulation applicable to any Debtor or (ii) conflict with, or constitute a default (or an event that with notice or
lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation
(with or without notice, lapse of time or both) of, any agreement, credit facility, debt or other instrument (evidencing any Debtor's
debt or otherwise) or other understanding to which any Debtor is a party or by which any property or asset of any Debtor is bound
or affected. If any, all required consents (including, without limitation, from stockholders or creditors of any Debtor) necessary
for any Debtor to enter into and perform its obligations hereunder have been obtained.


 


(i)          The
capital stock and other equity interests listed on Schedule H hereto (the “Pledged Securities”) represent
all of the capital stock and other equity interests of the Guarantors, and represent all capital stock and other equity interests
owned, directly or indirectly, by the Company. All of the Pledged Securities are validly issued, fully paid and nonassessable,
and the Company is the legal and beneficial owner of the Pledged Securities, free and clear of any lien, security interest or other
encumbrance except for the security interests created by this Agreement and other Permitted Liens (as defined in the Debenture).


 


(j)          The
ownership and other equity interests in partnerships and limited liability companies (if any) included in the Collateral (the “Pledged
Interests”) by their express terms do not provide that they are securities governed by Article 8 of the UCC and are not
held in a securities account or by any financial intermediary.


 


(k)          Except
for Permitted Liens (as defined in the Debenture), each Debtor shall at all times maintain the liens and Security Interests provided
for hereunder as valid and perfected first priority liens and security interests in the Collateral in favor of the Agent, on behalf
of the Secured Parties, until this Agreement and the Security Interest hereunder shall be terminated pursuant to Section 14 hereof.
Each Debtor hereby agrees to defend the same against the claims of any and all persons and entities. Each Debtor shall safeguard
and protect all Collateral for the account of the Agent, on behalf of the Secured Parties. At the request of the Agent, each Debtor
will sign and deliver to the Agent on behalf of the Secured Parties at any time or from time to time one or more financing statements
pursuant to the UCC in form reasonably satisfactory to the Agent and will pay the cost of filing the same in all public offices
wherever filing is, or is deemed by the Agent to be, necessary or desirable to effect the rights and obligations provided for herein.
Without limiting the generality of the foregoing, each Debtor shall pay all fees, taxes and other amounts necessary to maintain
the Collateral and the Security Interests hereunder, and each Debtor shall obtain and furnish to the Agent from time to time, upon
demand, such releases and/or subordinations of claims and liens which may be required to maintain the priority of the Security
Interests hereunder.


 




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(l)          No
Debtor will transfer, pledge, hypothecate, encumber, license, sell or otherwise dispose of any of the Collateral (except for non-exclusive
licenses granted by a Debtor in its ordinary course of business and sales of inventory by a Debtor in its ordinary course of business)
without the prior written consent of the Agent.


 


(m)         Each
Debtor shall keep and preserve its equipment, inventory and other tangible Collateral in good condition, repair and order and shall
not operate or locate any such Collateral (or cause to be operated or located) in any area excluded from insurance coverage.


 


(n)          Each
Debtor shall maintain with financially sound and reputable insurers, insurance with respect to the Collateral, including Collateral
hereafter acquired, against loss or damage of the kinds and in the amounts customarily insured against by entities of established
reputation having similar properties similarly situated and in such amounts as are customarily carried under similar circumstances
by other such entities and otherwise as is prudent for entities engaged in similar businesses but in any event sufficient to cover
the full replacement cost thereof. Each Debtor shall cause each insurance policy issued in connection herewith to provide, and
the insurer issuing such policy to certify to the Agent, that (a) the Agent will be named as lender loss payee and additional insured
under each such insurance policy; (b) if such insurance be proposed to be cancelled or materially changed for any reason whatsoever,
such insurer will promptly notify the Agent and such cancellation or change shall not be effective as to the Agent for at least
thirty (30) days after receipt by the Agent of such notice, unless the effect of such change is to extend or increase coverage
under the policy; and (c) the Agent will have the right (but no obligation) at its election to remedy any default in the payment
of premiums within thirty (30) days of notice from the insurer of such default. If no Event of Default (as defined in the Debenture)
exists and if the proceeds arising out of any claim or series of related claims do not exceed $100,000, loss payments in each instance
will be applied by the applicable Debtor to the repair and/or replacement of property with respect to which the loss was incurred
to the extent reasonably feasible, and any loss payments or the balance thereof remaining, to the extent not so applied, shall
be payable to the applicable Debtor; provided, however, that payments received by any Debtor after an Event of Default
occurs and is continuing or in excess of $100,000 for any occurrence or series of related occurrences shall be paid to the Agent
on behalf of the Secured Parties and, if received by such Debtor, shall be held in trust for the Secured Parties and immediately
paid over to the Agent unless otherwise directed in writing by the Agent. Copies of such policies or the related certificates,
in each case, naming the Agent as lender loss payee and additional insured shall be delivered to the Agent at least annually and
at the time any new policy of insurance is issued.


 


(o)          Each
Debtor shall, within ten (10) days of obtaining knowledge thereof, advise the Secured Parties promptly, in sufficient detail, of
any material adverse change in the Collateral, and of the occurrence of any event which would have a material adverse effect on
the value of the Collateral or on the Secured Parties’ security interest, through the Agent, therein.


 




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(p)          Each
Debtor shall promptly execute and deliver to the Agent such further deeds, mortgages, assignments, security agreements, financing
statements or other instruments, documents, certificates and assurances and take such further action as the Agent may from time
to time request and may in its sole discretion deem necessary to perfect, protect or enforce the Agent’s security interest
in the Collateral including, without limitation, if applicable, the execution and delivery of a separate security agreement with
respect to each Debtor’s Intellectual Property (“Intellectual Property Security Agreement”) in which the
Agent, on behalf of the Secured Parties, has been granted a security interest hereunder, substantially in a form reasonably acceptable
to the Agent, which Intellectual Property Security Agreement, other than as stated therein, shall be subject to all of the terms
and conditions hereof.


 


(q)          Each
Debtor shall permit the Agent and its representatives and agents to inspect the Collateral during normal business hours and upon
reasonable prior notice, and to make copies of records pertaining to the Collateral as may be reasonably requested by the Agent
from time to time.


 


(r)          Each
Debtor shall take all steps reasonably necessary to diligently pursue and seek to preserve, enforce and collect any rights, claims,
causes of action and accounts receivable in respect of the Collateral.


 


(s)          Each
Debtor shall promptly notify the Secured Parties in sufficient detail upon becoming aware of any attachment, garnishment, execution
or other legal process levied against any Collateral and of any other information received by such Debtor that may materially affect
the value of the Collateral, the Security Interest or the rights and remedies of the Agent or the Secured Parties hereunder.


 


(t)          All
information heretofore, herein or hereafter supplied to the Secured Parties by or on behalf of any Debtor with respect to the Collateral
is accurate and complete in all material respects as of the date furnished.


 


(u)          The
Debtors shall at all times preserve and keep in full force and effect their respective valid existence and good standing and any
rights and franchises material to its business.


 


(v)     
    No Debtor will change its name, type of organization, jurisdiction of organization, organizational
identification number (if it has one), legal or corporate structure, or identity, or add any new fictitious name unless it
provides at least 30 days prior written notice to the Secured Parties of such change and, at the time of such written
notification, such Debtor provides any financing statements or fixture filings necessary to perfect and continue the
perfection of the Security Interests granted and evidenced by this Agreement.


 




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(w)          Except
in the ordinary course of business, no Debtor may consign any of its inventory or sell any of its inventory on bill and hold, sale
or return, sale on approval, or other conditional terms of sale without the consent of the Agent which shall not be unreasonably
withheld.


 


(x)      
    No Debtor may relocate its chief executive office to a new location without providing 30 days prior
written notification thereof to the Agent and each of the Secured Parties and so long as, at the time of such written
notification, such Debtor provides any financing statements or fixture filings necessary to perfect and continue the
perfection of the Security Interests granted and evidenced by this Agreement.


 


(y)     
     Each Debtor was organized and remains organized solely under the laws of the state set forth
next to such Debtor’s name in Schedule D attached hereto, which Schedule D sets forth each Debtor’s
organizational identification number or, if any Debtor does not have one, states that one does not exist.


 


(z)    
      (i) The actual name of each Debtor is the name set forth in Schedule D attached
hereto; (ii) no Debtor has any trade names except as set forth on Schedule E attached hereto; (iii) no Debtor has used
any name other than that stated in the preamble hereto or as set forth on Schedule E for the preceding five years; and
(iv) no entity has merged into any Debtor or been acquired by any Debtor within the past five years except as set forth on Schedule
E.


 


(aa)         At
any time and from time to time that any Collateral consists of instruments, certificated securities or other items that require
or permit possession by the secured party to perfect the security interest created hereby, the applicable Debtor shall deliver
such Collateral to the Agent.


 


(bb)         Each
Debtor, in its capacity as issuer, hereby agrees to comply with any and all orders and instructions of Agent regarding the Pledged
Interests consistent with the terms of this Agreement without the further consent of any Debtor as contemplated by Section 8-106
(or any successor section) of the UCC. Further, each Debtor agrees that it shall not enter into a similar agreement (or one that
would confer “control” within the meaning of Article 8 of the UCC) with any other person or entity.


 


(cc)         Each
Debtor shall cause all tangible chattel paper constituting Collateral to be delivered to the Agent, or, if such delivery is not
possible, then to cause such tangible chattel paper to contain a legend noting that it is subject to the security interest created
by this Agreement. To the extent that any Collateral consists of electronic chattel paper, the applicable Debtor shall cause the
underlying chattel paper to be “marked” within the meaning of Section 9-105 of the UCC (or successor section thereto).


 


(dd)         If
there is any investment property or deposit account included as Collateral that can be perfected by “control” through
a deposit account control agreement, the applicable Debtor shall cause such a deposit account control agreement, in form and substance
in each case satisfactory to the Agent, to be entered into and delivered to the Agent for the benefit of the Secured Parties as
of the Closing Date or such later date as the Agent may direct the applicable Debtor.


 




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(ee)         To
the extent that any Collateral consists of letter-of-credit rights, the applicable Debtor shall cause the issuer of each underlying
letter of credit to consent to an assignment of the proceeds thereof to the Secured Parties.


 


(ff)  
       To the extent that any Collateral is in the possession of any third party, the
applicable Debtor shall join with the Agent in notifying such third party of the Secured Parties’ security interest in
such Collateral and shall use its best efforts to obtain an acknowledgement and agreement from such third party with respect
to the Collateral, in form and substance reasonably satisfactory to the Agent.


 


(gg)         If
any Debtor shall at any time hold or acquire a commercial tort claim, such Debtor shall promptly notify the Agent and other Secured
Parties in a writing signed by such Debtor of the particulars thereof and grant to the Agent, on behalf of the Secured Parties,
in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing
to be in form and substance satisfactory to the Agent.


 


(hh)        Each
Debtor shall immediately provide written notice to the Agent and other Secured Parties of any and all accounts which arise out
of contracts with any governmental authority and, to the extent necessary to perfect or continue the perfected status of the Security
Interests in such accounts and proceeds thereof, shall execute and deliver to the Agent an assignment of claims for such accounts
and cooperate with the Agent in taking any other steps required, in its judgment, under the Federal Assignment of Claims Act or
any similar federal, state or local statute or rule to perfect or continue the perfected status of the Security Interests in such
accounts and proceeds thereof.


 


(ii)        
 Each Debtor shall cause each subsidiary of such Debtor to immediately become a party hereto (an “Additional
Debtor”), by executing and delivering an Additional Debtor Joinder in substantially the form of Annex A attached
hereto and comply with the provisions hereof applicable to the Debtors. Concurrent therewith, the Additional Debtor shall
deliver replacement schedules for, or supplements to all other Schedules to (or referred to in) this Agreement, as
applicable, which replacement schedules shall supersede, or supplements shall modify, the Schedules then in effect. The
Additional Debtor shall also deliver such opinions of counsel, authorizing resolutions, good standing certificates,
incumbency certificates, organizational documents, financing statements and other information and documentation as the Agent
may reasonably request. Upon delivery of the foregoing to the Agent, the Additional Debtor shall be and become a party to
this Agreement with the same rights and obligations as the Debtors, for all purposes hereof as fully and to the same extent
as if it were an original signatory hereto and shall be deemed to have made the representations, warranties and covenants set
forth herein as of the date of execution and delivery of such Additional Debtor Joinder, and all references herein to the
“Debtors” shall be deemed to include each Additional Debtor.


 




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(jj)      
   Each Debtor shall vote the Pledged Securities to comply with the covenants and agreements set forth herein
and in the Debenture.


 


(kk)         Each
Debtor shall register the pledge of the applicable Pledged Securities on the books of such Debtor. Each Debtor shall notify each
issuer of Pledged Securities to register the pledge of the applicable Pledged Securities in the name of the Secured Parties on
the books of such issuer. Further, except with respect to certificated securities delivered to the Agent, the applicable Debtor
shall deliver to Agent an acknowledgement of pledge (which, where appropriate, shall comply with the requirements of the relevant
UCC with respect to perfection by registration) signed by the issuer of the applicable Pledged Securities, which acknowledgement
shall confirm that: (a) it has registered the pledge on its books and records; and (b) at any time directed by Agent during the
continuation of an Event of Default, such issuer will transfer the record ownership of such Pledged Securities into the name of
any designee of Agent, will take such steps as may be necessary to effect the transfer, and will comply with all other instructions
of Agent regarding such Pledged Securities without the further consent of the applicable Debtor.


 


(ll)       
  In the event that, upon an occurrence of an Event of Default, Agent shall sell all or any of the Pledged
Securities to another party or parties (herein called the “Transferee”) or shall purchase or retain all or
any of the Pledged Securities, each Debtor shall, to the extent applicable: (i) deliver to Agent or the Transferee, as the
case may be, the articles of incorporation, bylaws, minute books, stock certificate books, corporate seals, deeds, leases,
indentures, agreements, evidences of indebtedness, books of account, financial records and all other Organizational Documents
and records of the Debtors and their direct and indirect subsidiaries; (ii) use its best efforts to obtain resignations of
the persons then serving as officers and directors of the Debtors and their direct and indirect subsidiaries, if so
requested; and (iii) use its best efforts to obtain any approvals that are required by any governmental or regulatory body in
order to permit the sale of the Pledged Securities to the Transferee or the purchase or retention of the Pledged Securities
by Agent and allow the Transferee or Agent to continue the business of the Debtors and their direct and indirect
subsidiaries.


 


(mm)      Without
limiting the generality of the other obligations of the Debtors hereunder, each Debtor shall promptly (i) cause to be registered
at the United States Copyright Office all of its material copyrights, (ii) cause the security interest contemplated hereby with
respect to all Intellectual Property registered at the United States Copyright Office or United States Patent and Trademark Office
to be duly recorded at the applicable office, and (iii) give the Agent notice whenever it acquires (whether absolutely or by license)
or creates any additional material Intellectual Property.


 




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(nn)         Each
Debtor will from time to time, at the joint and several expense of the Debtors, promptly execute and deliver all such further instruments
and documents, and take all such further action as may be necessary or desirable, or as the Agent may reasonably request, in order
to perfect and protect any security interest granted or purported to be granted hereby or to enable the Agent, on behalf of the
Secured Parties, to exercise and enforce the rights and remedies hereunder and with respect to any Collateral or to otherwise carry
out the purposes of this Agreement.


 


(oo)         Schedule
F attached hereto lists all of the patents, patent applications, trademarks, trademark applications, registered copyrights,
and domain names owned by any of the Debtors as of the date hereof. Schedule F lists all material licenses in favor of any
Debtor for the use of any patents, trademarks, copyrights and domain names as of the date hereof. All material patents and trademarks
of the Debtors have been duly recorded at the United States Patent and Trademark Office and all material copyrights of the Debtors
have been duly recorded at the United States Copyright Office.


 


(pp)         Except
as set forth on Schedule G attached hereto, none of the account debtors or other persons or entities obligated on any of
the Collateral is a governmental authority covered by the Federal Assignment of Claims Act or any similar federal, state or local
statute or rule in respect of such Collateral.


 


(qq)         Until
the Obligations shall have been paid and performed in full, the Company covenants that it shall promptly direct any direct or indirect
subsidiary of the Company formed or acquired after the date hereof to enter into a Subsidiary Guarantee in favor of the Secured
Party, in the form appended to the Purchase Agreement.


 


5.   
       Effect of Pledge on Certain Rights. If any of the Collateral subject
to this Agreement consists of nonvoting equity or ownership interests (regardless of class, designation, preference or
rights) that may be converted into voting equity or ownership interests upon the occurrence of certain events (including,
without limitation, upon the transfer of all or any of the other stock or assets of the issuer), it is agreed that the pledge
of such equity or ownership interests pursuant to this Agreement or the enforcement of any of Agent’s rights hereunder
shall not be deemed to be the type of event which would trigger such conversion rights notwithstanding any provisions in the
Organizational Documents or agreements to which any Debtor is subject or to which any Debtor is party.


 


6.     
     Defaults. The following events shall be “Events of Default”:


 


(a)          The
occurrence of an Event of Default (as defined in the Debenture) under the Debenture;


 


(b)          Any
representation or warranty of any Debtor in this Agreement shall prove to have been incorrect in any material respect when made;


 


(c)          The
failure by any Debtor to observe or perform any of its obligations hereunder for five (5) days after delivery to such Debtor of
notice of such failure by or on behalf of a Secured Party unless such default is capable of cure but cannot be cured within such
time frame and such Debtor is using best efforts to cure same in a timely fashion; or


 




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(d)          If
any provision of this Agreement shall at any time for any reason be declared to be null and void, or the validity or enforceability
thereof shall be contested by any Debtor, or a proceeding shall be commenced by any Debtor, or by any governmental authority having
jurisdiction over any Debtor, seeking to establish the invalidity or unenforceability thereof, or any Debtor shall deny that any
Debtor has any liability or obligation purported to be created under this Agreement.


 


7.     
     Duty To Hold In Trust.


 


(a)          Upon
the occurrence of any Event of Default and at any time thereafter, each Debtor shall, upon receipt of any revenue, income, dividend,
interest or other sums subject to the Security Interests, whether payable pursuant to the Debenture or otherwise, or of any check,
draft, note, trade acceptance or other instrument evidencing an obligation to pay any such sum, hold the same in trust for the
Agent for the benefit of the Secured Parties and shall forthwith endorse and transfer any such sums or instruments, or both, to
the Agent for the benefit of the Secured Parties pro-rata in proportion to their respective then-currently outstanding principal
amount of Debenture for application to the satisfaction of the Obligations.


 


(b)          If
any Debtor shall become entitled to receive or shall receive any securities or other property (including, without limitation, shares
of Pledged Securities or instruments representing Pledged Securities acquired after the date hereof, or any options, warrants,
rights or other similar property or certificates representing a dividend, or any distribution in connection with any recapitalization,
reclassification or increase or reduction of capital, or issued in connection with any reorganization of such Debtor or any of
its direct or indirect subsidiaries) in respect of the Pledged Securities (whether as an addition to, in substitution of, or in
exchange for, such Pledged Securities or otherwise), such Debtor agrees to (i) accept the same as the agent of the Secured Parties;
(ii) hold the same in trust for the Agent for the benefit of the Secured Parties; and (iii) to deliver any and all certificates
or instruments evidencing the same to Agent on or before the close of business on the fifth business day following the receipt
thereof by such Debtor, in the exact form received together with the Necessary Endorsements, to be held by Agent subject to the
terms of this Agreement as Collateral.


 


8.     
     Rights and Remedies Upon Default.


 


(a)          Upon
the occurrence of any Event of Default and at any time thereafter, the Secured Parties, acting through the Agent, shall have the
right to exercise all of the remedies conferred hereunder and under the Debenture, and the Agent shall have all the rights and
remedies of a secured party under the UCC. Without limitation, the Agent, for the benefit of the Secured Parties, shall have the
following rights and powers:


 




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(i)          The
Agent shall have the right to take possession of the Collateral and, for that purpose, enter, with the aid and assistance of any
person, any premises where the Collateral, or any part thereof, is or may be placed and remove the same, and each Debtor shall
assemble the Collateral and make it available to the Agent at places which the Agent shall reasonably select, whether at such Debtor's
premises or elsewhere, and make available to the Agent, without rent, all of such Debtor’s respective premises and facilities
for the purpose of the Agent taking possession of, removing or putting the Collateral in saleable or disposable form.


 


(ii)         Upon
notice to the Debtors by Agent, all rights of each Debtor to exercise the voting and other consensual rights which it would otherwise
be entitled to exercise and all rights of each Debtor to receive the dividends and interest which it would otherwise be authorized
to receive and retain, shall cease. Upon such notice, Agent shall have the right to receive, for the benefit of the Secured Parties,
any interest, cash dividends or other payments on the Collateral and, at the option of Agent, to exercise in such Agent’s
discretion all voting rights pertaining thereto. Without limiting the generality of the foregoing, Agent shall have the right (but
not the obligation) to exercise all rights with respect to the Collateral as it were the sole and absolute owner thereof, including,
without limitation, to vote and/or to exchange, at its sole discretion, any or all of the Collateral in connection with a merger,
reorganization, consolidation, recapitalization or other readjustment concerning or involving the Collateral or any Debtor or any
of its direct or indirect subsidiaries.


 


(iii)        The
Agent shall have the right to operate the business of each Debtor using the Collateral and shall have the right to assign, sell,
lease or otherwise dispose of and deliver all or any part of the Collateral, at public or private sale or otherwise, either with
or without special conditions or stipulations, for cash or on credit or for future delivery, in such parcel or parcels and at such
time or times and at such place or places, and upon such terms and conditions as the Agent may deem commercially reasonable, all
without (except as shall be required by applicable statute and cannot be waived) advertisement or demand upon or notice to any
Debtor or right of redemption of a Debtor, which are hereby expressly waived. Upon each such sale, lease, assignment or other transfer
of Collateral, the Agent, for the benefit of the Secured Parties, may, unless prohibited by applicable law which cannot be waived,
purchase all or any part of the Collateral being sold, free from and discharged of all trusts, claims, right of redemption and
equities of any Debtor, which are hereby waived and released.


 


(iv)        The
Agent shall have the right (but not the obligation) to notify any account debtors and any obligors under instruments or accounts
to make payments directly to the Agent, on behalf of the Secured Parties, and to enforce the Debtors’ rights against such
account debtors and obligors.


 




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(v)         The
Agent, for the benefit of the Secured Parties, may (but is not obligated to) direct any financial intermediary or any other person
or entity holding any investment property to transfer the same to the Agent, on behalf of the Secured Parties, or its designee.


 


(vi)        The
Agent may (but is not obligated to) transfer any or all Intellectual Property registered in the name of any Debtor at the United
States Patent and Trademark Office and/or Copyright Office into the name of the Secured Parties or any designee or any purchaser
of any Collateral.


 


(b)          The
Agent shall comply with any applicable law in connection with a disposition of Collateral and such compliance will not be considered
adversely to affect the commercial reasonableness of any sale of the Collateral. The Agent may sell the Collateral without giving
any warranties and may specifically disclaim such warranties. If the Agent sells any of the Collateral on credit, the Debtors will
only be credited with payments actually made by the purchaser. In addition, each Debtor waives any and all rights that it may have
to a judicial hearing in advance of the enforcement of any of the Agent’s rights and remedies hereunder, including, without
limitation, its right following an Event of Default to take immediate possession of the Collateral and to exercise its rights and
remedies with respect thereto.


 


(c)          For
the purpose of enabling the Agent to further exercise rights and remedies under this Section 8 or elsewhere provided by agreement
or applicable law, each Debtor hereby grants to the Agent, for the benefit of the Agent and the Secured Parties, an irrevocable,
nonexclusive license (exercisable without payment of royalty or other compensation to such Debtor) to use, license or sublicense
following an Event of Default, any Intellectual Property now owned or hereafter acquired by such Debtor, and wherever the same
may be located, and including in such license access to all media in which any of the licensed items may be recorded or stored
and to all computer software and programs used for the compilation or printout thereof.


 


9.      
    Applications of Proceeds. The proceeds of any such sale, lease or other disposition of the
Collateral hereunder or from payments made on account of any insurance policy insuring any portion of the Collateral shall be
applied first, to the expenses of retaking, holding, storing, processing and preparing for sale, selling, and the like
(including, without limitation, any taxes, fees and other costs incurred in connection therewith) of the Collateral, to the
reasonable attorneys’ fees and expenses incurred by the Agent in enforcing the Secured Parties’ rights hereunder
and in connection with collecting, storing and disposing of the Collateral, and then to satisfaction of the Obligations pro
rata among the Secured Parties (based on then-outstanding principal amounts of Debenture at the time of any such
determination), and to the payment of any other amounts required by applicable law, after which the Secured Parties shall pay
to the applicable Debtor any surplus proceeds. If, upon the sale, license or other disposition of the Collateral, the
proceeds thereof are insufficient to pay all amounts to which the Secured Parties are legally entitled, the Debtors will be
liable for the deficiency, together with interest thereon, at the rate of 18% per annum or the lesser amount permitted by
applicable law (the “Default Rate”), and the reasonable fees of any attorneys employed by the Secured
Parties to collect such deficiency. To the extent permitted by applicable law, each Debtor waives all claims, damages and
demands against the Secured Parties arising out of the repossession, removal, retention or sale of the Collateral, unless due
solely to the gross negligence or willful misconduct of the Secured Parties as determined by a final judgment (not subject to
further appeal) of a court of competent jurisdiction.


 




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10.         Securities
Law Provision. Each Debtor recognizes that Agent may be limited in its ability to effect a sale to the public of all or part
of the Pledged Securities by reason of certain prohibitions in the Securities Act of 1933, as amended, or other federal or state
securities laws (collectively, the “Securities Laws”), and may be compelled to resort to one or more sales to
a restricted group of purchasers who may be required to agree to acquire the Pledged Securities for their own account, for investment
and not with a view to the distribution or resale thereof. Each Debtor agrees that sales so made may be at prices and on terms
less favorable than if the Pledged Securities were sold to the public, and that Agent has no obligation to delay the sale of any
Pledged Securities for the period of time necessary to register the Pledged Securities for sale to the public under the Securities
Laws. Each Debtor shall cooperate with Agent in its attempt to satisfy any requirements under the Securities Laws (including, without
limitation, registration thereunder if requested by Agent) applicable to the sale of the Pledged Securities by Agent.


 


11.         Costs
and Expenses. Each Debtor agrees to pay all reasonable out-of-pocket fees, costs and expenses incurred in connection with any
filing required hereunder, including without limitation, any financing statements pursuant to the UCC, continuation statements,
partial releases and/or termination statements related thereto or any expenses of any searches reasonably required by the Agent.
The Debtors shall also pay all other claims and charges which in the reasonable opinion of the Agent is reasonably likely to prejudice,
imperil or otherwise affect the Collateral or the Security Interests therein. The Debtors will also, upon demand, pay to the Agent
the amount of any and all reasonable expenses, including the reasonable fees and expenses of its counsel and of any experts and
agents, which the Agent, for the benefit of the Secured Parties, may incur in connection with the creation, perfection, protection,
satisfaction, foreclosure, collection or enforcement of the Security Interest and the preparation, administration, continuance,
amendment or enforcement of this Agreement and pay to the Agent the amount of any and all reasonable expenses, including the reasonable
fees and expenses of its counsel and of any experts and agents, which the Agent, for the benefit of the Secured Parties, and the
Secured Parties may incur in connection with (i) the enforcement of this Agreement, (ii) the custody or preservation of, or the
sale of, collection from, or other realization upon, any of the Collateral, or (iii) the exercise or enforcement of any of the
rights of the Secured Parties under the Debenture. Until so paid, any fees payable hereunder shall be added to the principal amount
of the Debenture and shall bear interest at the Default Rate.


 


12.         Responsibility
for Collateral. The Debtors assume all liabilities and responsibility in connection with all Collateral, and the Obligations
shall in no way be affected or diminished by reason of the loss, destruction, damage or theft of any of the Collateral or its unavailability
for any reason. Without limiting the generality of the foregoing, (a) neither the Agent nor any Secured Party (i) has any duty
(either before or after an Event of Default) to collect any amounts in respect of the Collateral or to preserve any rights relating
to the Collateral, or (ii) has any obligation to clean-up or otherwise prepare the Collateral for sale, and (b) each Debtor shall
remain obligated and liable under each contract or agreement included in the Collateral to be observed or performed by such Debtor
thereunder. Neither the Agent nor any Secured Party shall have any obligation or liability under any such contract or agreement
by reason of or arising out of this Agreement or the receipt by the Agent or any Secured Party of any payment relating to any of
the Collateral, nor shall the Agent or any Secured Party be obligated in any manner to perform any of the obligations of any Debtor
under or pursuant to any such contract or agreement, to make inquiry as to the nature or sufficiency of any payment received by
the Agent or any Secured Party in respect of the Collateral or as to the sufficiency of any performance by any party under any
such contract or agreement, to present or file any claim, to take any action to enforce any performance or to collect the payment
of any amounts which may have been assigned to the Agent or to which the Agent or any Secured Party may be entitled at any time
or times.


 




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13.         Security
Interests Absolute. All rights of the Secured Parties and all obligations of the Debtors hereunder, shall be absolute and unconditional,
irrespective of: (a) any lack of validity or enforceability of this Agreement, the Debenture or any agreement entered into in connection
with the foregoing, or any portion hereof or thereof; (b) any change in the time, manner or place of payment or performance of,
or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from
the Debenture or any other agreement entered into in connection with the foregoing; (c) any exchange, release or nonperfection
of any of the Collateral, or any release or amendment or waiver of or consent to departure from any other collateral for, or any
guarantee, or any other security, for all or any of the Obligations; (d) any action by the Secured Parties to obtain, adjust, settle
and cancel in its sole discretion any insurance claims or matters made or arising in connection with the Collateral; or (e) any
other circumstance which might otherwise constitute any legal or equitable defense available to a Debtor, or a discharge of all
or any part of the Security Interests granted hereby. Until the Obligations shall have been paid and performed in full, the rights
of the Secured Parties shall continue even if the Obligations are barred for any reason, including, without limitation, the running
of the statute of limitations or bankruptcy. Each Debtor expressly waives presentment, protest, notice of protest, demand, notice
of nonpayment and demand for performance. In the event that at any time any transfer of any Collateral or any payment received
by the Secured Parties hereunder shall be deemed by final order of a court of competent jurisdiction to have been a voidable preference
or fraudulent conveyance under the bankruptcy or insolvency laws of the United States, or shall be deemed to be otherwise due to
any party other than the Secured Parties, then, in any such event, each Debtor’s obligations hereunder shall survive cancellation
of this Agreement, and shall not be discharged or satisfied by any prior payment thereof and/or cancellation of this Agreement,
but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. Each Debtor waives
all right to require the Secured Parties to proceed against any other person or entity or to apply any Collateral which the Secured
Parties may hold at any time, or to marshal assets, or to pursue any other remedy. Each Debtor waives any defense arising by reason
of the application of the statute of limitations to any obligation secured hereby.


 




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14.         Term
of Agreement. This Agreement and the Security Interests shall terminate on the date on which all payments under the Debenture
have been indefeasibly paid in full and all other Obligations have been paid or discharged; provided, however, that all indemnities
of the Debtors contained in this Agreement (including, without limitation, Annex B hereto) shall survive and remain operative and
in full force and effect regardless of the termination of this Agreement.


 


15.         Power
of Attorney; Further Assurances.


 


(a)          Each
Debtor authorizes the Agent, and does hereby make, constitute and appoint the Agent and its officers, agents, successors or assigns
with full power of substitution, as such Debtor’s true and lawful attorney-in-fact, with power, in the name of the Agent
or such Debtor, to, after the occurrence and during the continuance of an Event of Default, (i) endorse any note, checks, drafts,
money orders or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect
of the Collateral that may come into possession of the Agent; (ii) to sign and endorse any financing statement pursuant to the
UCC or any invoice, freight or express bill, bill of lading, storage or warehouse receipts, drafts against debtors, assignments,
verifications and notices in connection with accounts, and other documents relating to the Collateral; (iii) to pay or discharge
taxes, liens, security interests or other encumbrances at any time levied or placed on or threatened against the Collateral; (iv)
to demand, collect, receipt for, compromise, settle and sue for monies due in respect of the Collateral; (v) to transfer any Intellectual
Property or provide licenses respecting any Intellectual Property; and (vi) generally, at the option of the Agent, and at the expense
of the Debtors, at any time, or from time to time, to execute and deliver any and all documents and instruments and to do all acts
and things which the Agent deems necessary to protect, preserve and realize upon the Collateral and the Security Interests granted
therein in order to effect the intent of this Agreement and the Debenture all as fully and effectually as the Debtors might or
could do, including, without limitation, the filing, in its sole discretion, of one or more financing or continuation statements
and amendments thereto, relative to any of the Collateral, which financing statements may (but need not) describe the Collateral
as “all assets” or “all personal property” or words of like import; and each Debtor hereby ratifies all
that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and
shall be irrevocable for the term of this Agreement and thereafter as long as any of the Obligations shall be outstanding. The
designation set forth herein shall be deemed to amend and supersede any inconsistent provision in the Organizational Documents
or other documents or agreements to which any Debtor is subject or to which any Debtor is a party. Without limiting the generality
of the foregoing, after the occurrence and during the continuance of an Event of Default, each Secured Party is specifically authorized
to execute and file any applications for or instruments of transfer and assignment of any patents, trademarks, copyrights or other
Intellectual Property with the United States Patent and Trademark Office and the United States Copyright Office.


 




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(b)          On
a continuing basis, each Debtor will make, execute, acknowledge, deliver, file and record, as the case may be, with the proper
filing and recording agencies in any jurisdiction, including, without limitation, the jurisdictions indicated on Schedule C
attached hereto, all such instruments, and take all such action as may reasonably be deemed necessary or advisable, or as reasonably
requested by the Agent, to perfect the Security Interests granted hereunder and otherwise to carry out the intent and purposes
of this Agreement, or for assuring and confirming to the Agent the grant or perfection of a perfected security interest in all
the Collateral under the UCC.


 


(c)          Each
Debtor hereby irrevocably appoints the Agent as such Debtor’s attorney-in-fact, with full authority in the place and instead
of such Debtor and in the name of such Debtor, from time to time in the Agent’s discretion, to take any action and to execute
any instrument which the Agent may deem necessary or advisable to accomplish the purposes of this Agreement, including the filing,
in its sole discretion, of one or more financing or continuation statements and amendments thereto, relative to any of the Collateral
without the signature of such Debtor where permitted by law, which financing statements may (but need not) describe the Collateral
as “all assets” or “all personal property” or words of like import, and ratifies all such actions taken
by the Agent. This power of attorney is coupled with an interest and shall be irrevocable for the term of this Agreement and thereafter
as long as any of the Obligations shall be outstanding.


 


16.         Notices.
All notices, requests, demands and other communications hereunder shall be subject to the notice provision of the Purchase Agreement
(as such term is defined in the Debenture).


 


17.         Other
Security. To the extent that the Obligations are now or hereafter secured by property other than the Collateral or by the guarantee,
endorsement or property of any other person, firm, corporation or other entity, then the Agent shall have the right, in its sole
discretion, to pursue, relinquish, subordinate, modify or take any other action with respect thereto, without in any way modifying
or affecting any of the Secured Parties’ rights and remedies hereunder.


 


18.         Appointment
of Agent. The Secured Parties hereby appoint Magna Equities II, LLC to act as their agent (“Agent”) for
purposes of exercising any and all rights and remedies of the Secured Parties hereunder. The Agent shall have the rights, responsibilities
and immunities set forth in Annex B hereto.


 


19.         Miscellaneous.


 


(a)          No
course of dealing between the Debtors and the Secured Parties, nor any failure to exercise, nor any delay in exercising, on the
part of the Secured Parties, any right, power or privilege hereunder or under the Debenture shall operate as a waiver thereof;
nor shall any single or partial exercise of any right, power or privilege hereunder or thereunder preclude any other or further
exercise thereof or the exercise of any other right, power or privilege.


 


(b)          All
of the rights and remedies of the Agent, on behalf of the Secured Parties, with respect to the Collateral, whether established
hereby or by the Debenture or by any other agreements, instruments or documents or by law shall be cumulative and may be exercised
singly or concurrently.


 




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(c)          This
Agreement, together with the exhibits and schedules hereto, contain the entire understanding of the parties with respect to the
subject matter hereof and supersede all prior agreements and understandings, oral or written, with respect to such matters, which
the parties acknowledge have been merged into this Agreement and the exhibits and schedules hereto. No provision of this Agreement
may be waived, modified, supplemented or amended except in a written instrument signed, in the case of an amendment, by the Debtors
and the Agent (or, in the event that the Agent no longer holds the Debenture, in a written instrument signed by the Debtors and
the Majority in Interest), or, in the case of a waiver, by the party against whom enforcement of any such waived provision is sought.


 


(d)          If
any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal,
void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full
force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially
reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated
by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that
they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be
hereafter declared invalid, illegal, void or unenforceable.


 


(e)          No
waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing
waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof,
nor shall any delay or omission of any party to exercise any right hereunder in any manner impair the exercise of any such right.


 


(f)          This
Agreement shall be binding upon and inure to the benefit of the parties and their successors and permitted assigns. The Company
and the Guarantors may not assign this Agreement or any rights or obligations hereunder without the prior written consent of each
Secured Party (other than by merger). Any Secured Party may assign any or all of its rights under this Agreement to any Person
(as defined in the Purchase Agreement) to whom such Secured Party assigns or transfers any Obligations, provided such transferee
agrees in writing to be bound, with respect to the transferred Obligations, by the provisions of this Agreement that apply to the
“Secured Parties.”


 


(g)          Each
party shall take such further action and execute and deliver such further documents as may be necessary or appropriate in order
to carry out the provisions and purposes of this Agreement.


 




    22 


     


    

 


(h)          Except
to the extent mandatorily governed by the jurisdiction or situs where the Collateral is located, all questions concerning the construction,
validity, enforcement and interpretation of this Agreement shall be governed by and construed and enforced in accordance with the
internal laws of the State of New York, without regard to the principles of conflicts of law thereof. Except to the extent mandatorily
governed by the jurisdiction or situs where the Collateral is located, each Debtor agrees that all proceedings concerning the interpretations,
enforcement and defense of the transactions contemplated by this Agreement and the Debentures (whether brought against a party
hereto or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced
exclusively in the state and federal courts sitting in the City of New York, Borough of Manhattan. Except to the extent mandatorily
governed by the jurisdiction or situs where the Collateral is located, each Debtor hereby irrevocably submits to the exclusive
jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan for the adjudication of any
dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably
waives, and agrees not to assert in any proceeding, any claim that it is not personally subject to the jurisdiction of any such
court, that such proceeding is improper. Each party hereto hereby irrevocably waives personal service of process and consents to
process being served in any such proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with
evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service
shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in
any way any right to serve process in any manner permitted by law. Each party hereto hereby irrevocably waives, to the fullest
extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this
Agreement or the transactions contemplated hereby.


 


(i)  
        This Agreement may be executed in any number of counterparts, each of which
when so executed shall be deemed to be an original and, all of which taken together shall constitute one and the same
Agreement. In the event that any signature is delivered by facsimile transmission, such signature shall create a valid
binding obligation of the party executing (or on whose behalf such signature is executed) the same with the same force and
effect as if such facsimile signature were the original thereof.


 


(j)      
    All Debtors shall jointly and severally be liable for the obligations of each Debtor to the Secured
Parties hereunder.


 




    23 


     


    

 


(k)          Each
Debtor shall indemnify, reimburse and hold harmless the Agent and the Secured Parties and their respective partners, members, shareholders,
officers, directors, employees and agents (and any other persons with other titles that have similar functions) (collectively,
“Indemnitees”) from and against any and all losses, claims, liabilities, damages, penalties, suits, costs and
expenses, of any kind or nature, (including fees relating to the cost of investigating and defending any of the foregoing) imposed
on, incurred by or asserted against such Indemnitee in any way related to or arising from or alleged to arise from this Agreement
or the Collateral, except any such losses, claims, liabilities, damages, penalties, suits, costs and expenses which result from
the gross negligence or willful misconduct of the Indemnitee as determined by a final, nonappealable decision of a court of competent
jurisdiction. This indemnification provision is in addition to, and not in limitation of, any other indemnification provision in
the Debentures, the Purchase Agreement (as such term is defined in the Debentures) or any other agreement, instrument or other
document executed or delivered in connection herewith or therewith.


 


(l)          Nothing
in this Agreement shall be construed to subject Agent or any Secured Party to liability as a partner in any Debtor or any if its
direct or indirect subsidiaries that is a partnership or as a member in any Debtor or any of its direct or indirect subsidiaries
that is a limited liability company, nor shall Agent or any Secured Party be deemed to have assumed any obligations under any partnership
agreement or limited liability company agreement, as applicable, of any such Debtor or any of its direct or indirect subsidiaries
or otherwise, unless and until any such Secured Party exercises its right to be substituted for such Debtor as a partner or member,
as applicable, pursuant hereto.


 


(m)         To
the extent that the grant of the security interest in the Collateral and the enforcement of the terms hereof require the consent,
approval or action of any partner or member, as applicable, of any Debtor or any direct or indirect subsidiary of any Debtor or
compliance with any provisions of any of the Organizational Documents, the Debtors hereby grant such consent and approval and waive
any such noncompliance with the terms of said documents.


 


[SIGNATURE PAGES FOLLOW]


 




    24 


     


    




 


IN WITNESS WHEREOF,
the parties hereto have caused this Security Agreement to be duly executed on the day and year first above written.


 


	
        PROPANC Health group
        corp.

         

	By: 	/s/ James Nathanielsz
	 	Name: James Nathanielsz
	 	Title: CEO
	 
	
        propanc pty ltd.

         

	By:	/s/ James Nathanielsz
	 	Name: James Nathanielsz
	 	Title: CEO


 


[SIGNATURE PAGE OF HOLDERS FOLLOWS]


 




    25 


     


    

 


[SIGNATURE PAGE OF HOLDERS TO PPCH SA]


 


Name of Investing Entity: Delafield Investments Limited                                    


 


Signature of Authorized Signatory of Investing entity:
/s/ James Keyes                       


 


Name of Authorized Signatory: James Keyes                                                                       


 


Title of Authorized Signatory: Director                                                                                  


 


Signature of Authorized Signatory of Investing entity:
/s/ Joshua Sason                       


 


Name of Authorized Signatory: Joshua Sason                                                                       


 


Title of Authorized Signatory: Director                                                                                    



 


[SIGNATURE PAGE OF HOLDERS FOLLOWS]


 




    26 


     


    

 


 


ANNEX A


to


SECURITY


AGREEMENT


 


FORM OF
ADDITIONAL DEBTOR JOINDER


 


Security Agreement dated as of October ___,
2015 made by


Propanc Health Group Corp.


and its subsidiaries party thereto from
time to time, as Debtors


to and in favor of


the Secured Parties identified therein (the
“Security Agreement”)


 


Reference is made to
the Security Agreement as defined above; capitalized terms used herein and not otherwise defined herein shall have the meanings
given to such terms in, or by reference in, the Security Agreement.


 


The undersigned hereby
agrees that upon delivery of this Additional Debtor Joinder to the Secured Parties referred to above, the undersigned shall (a)
be an Additional Debtor under the Security Agreement, (b) have all the rights and obligations of the Debtors under the Security
Agreement as fully and to the same extent as if the undersigned was an original signatory thereto and (c) be deemed to have made
the representations and warranties set forth therein as of the date of execution and delivery of this Additional Debtor Joinder.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE UNDERSIGNED SPECIFICALLY GRANTS TO THE SECURED PARTIES A SECURITY INTEREST
IN THE COLLATERAL AS MORE FULLY SET FORTH IN THE SECURITY AGREEMENT AND ACKNOWLEDGES AND AGREES TO THE WAIVER OF JURY TRIAL PROVISIONS
SET FORTH THEREIN.


 


Attached hereto are
supplemental and/or replacement Schedules to the Security Agreement, as applicable.


 


An executed copy of
this Joinder shall be delivered to the Secured Parties, and the Secured Parties may rely on the matters set forth herein on or
after the date hereof. This Joinder shall not be modified, amended or terminated without the prior written consent of the Secured
Parties.


 




     


     


    

 


IN WITNESS WHEREOF,
the undersigned has caused this Joinder to be executed in the name and on behalf of the undersigned.


 


	 	[Name of Additional Debtor
	 	 	 
	 	By:	 
	 	 	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	Address:	 


 


Dated:


 




     


     


    

 


ANNEX B


to


SECURITY


AGREEMENT


 


THE AGENT


 


1.      
    Appointment. The Secured Parties (all capitalized terms used herein and not otherwise
defined shall have the respective meanings provided in the Security Agreement to which this Annex B is attached (the
"Agreement")), by their acceptance of the benefits of the Agreement, hereby designate Magna Equities II, LLC
(“Agent”) as the Agent to act as specified herein and in the Agreement. Each Secured Party shall be deemed
irrevocably to authorize the Agent to take such action on its behalf under the provisions of the Agreement and any other
Transaction Document (as such term is defined in the Purchase Agreement) and to exercise such powers and to perform such
duties hereunder and thereunder as are specifically delegated to or required of the Agent by the terms hereof and thereof and
such other powers as are reasonably incidental thereto. The Agent may perform any of its duties hereunder by or through its
agents or employees.


 


2.    
      Nature of Duties. The Agent shall have no duties or responsibilities except
those expressly set forth in the Agreement. Neither the Agent nor any of its partners, members, shareholders, officers,
directors, employees or agents shall be liable for any action taken or omitted by it as such under the Agreement or hereunder
or in connection herewith or therewith, be responsible for the consequence of any oversight or error of judgment or
answerable for any loss, unless caused solely by its or their gross negligence or willful misconduct as determined by a final
judgment (not subject to further appeal) of a court of competent jurisdiction. The duties of the Agent shall be mechanical
and administrative in nature; the Agent shall not have by reason of the Agreement or any other Transaction Document a
fiduciary relationship in respect of any Debtor or any Secured Party; and nothing in the Agreement or any other Transaction
Document, expressed or implied, is intended to or shall be so construed as to impose upon the Agent any obligations in
respect of the Agreement or any other Transaction Document except as expressly set forth herein and therein.


 


3.  
        Lack of Reliance on the Agent. Independently and without reliance upon
the Agent, each Secured Party, to the extent it deems appropriate, has made and shall continue to make (i) its own
independent investigation of the financial condition and affairs of the Company and its subsidiaries in connection with such
Secured Party’s investment in the Debtors, the creation and continuance of the Obligations, the transactions
contemplated by the Transaction Documents, and the taking or not taking of any action in connection therewith, and (ii) its
own appraisal of the creditworthiness of the Company and its subsidiaries, and of the value of the Collateral from time to
time, and the Agent shall have no duty or responsibility, either initially or on a continuing basis, to provide any Secured
Party with any credit, market or other information with respect thereto, whether coming into its possession before
any Obligations are incurred or at any time or times thereafter. The Agent shall not be responsible to the Debtors or any
Secured Party for any recitals, statements, information, representations or warranties herein or in any document, certificate
or other writing delivered in connection herewith, or for the execution, effectiveness, genuineness, validity,
enforceability, perfection, collectibility, priority or sufficiency of the Agreement or any other Transaction Document, or
for the financial condition of the Debtors or the value of any of the Collateral, or be required to make any inquiry
concerning either the performance or observance of any of the terms, provisions or conditions of the Agreement or any other
Transaction Document, or the financial condition of the Debtors, or the value of any of the Collateral, or the existence or
possible existence of any default or Event of Default under the Agreement, the Debentures or any of the other Transaction
Documents.


 




     


     


    

 


4.     
     Certain Rights of the Agent. The Agent shall have the right to take any action with
respect to the Collateral, on behalf of all of the Secured Parties. To the extent practical, the Agent shall request
instructions from the Secured Parties with respect to any material act or action (including failure to act) in connection
with the Agreement or any other Transaction Document, and shall be entitled to act or refrain from acting in accordance with
the instructions of a Majority in Interest; if such instructions are not provided despite the Agent’s request therefor,
the Agent shall be entitled to refrain from such act or taking such action, and if such action is taken, shall be entitled to
appropriate indemnification from the Secured Parties in respect of actions to be taken by the Agent; and the Agent shall not
incur liability to any person or entity by reason of so refraining. Without limiting the foregoing, (a) no Secured Party
shall have any right of action whatsoever against the Agent as a result of the Agent acting or refraining from acting
hereunder in accordance with the terms of the Agreement or any other Transaction Document, and the Debtors shall have no
right to question or challenge the authority of, or the instructions given to, the Agent pursuant to the foregoing and (b)
the Agent shall not be required to take any action which the Agent believes (i) could reasonably be expected to expose it to
personal liability or (ii) is contrary to this Agreement, the Transaction Documents or applicable law.


 


5.    
      Reliance. The Agent shall be entitled to rely, and shall be fully protected in
relying, upon any writing, resolution, notice, statement, certificate, telex, teletype or telecopier message, cablegram,
radiogram, order or other document or telephone message signed, sent or made by the proper person or entity, and, with
respect to all legal matters pertaining to the Agreement and the other Transaction Documents and its duties thereunder, upon
advice of counsel selected by it and upon all other matters pertaining to this Agreement and the other Transaction Documents
and its duties thereunder, upon advice of other experts selected by it. Anything to the contrary notwithstanding, the Agent
shall have no obligation whatsoever to any Secured Party to assure that the Collateral exists or is owned by the Debtors or
is cared for, protected or insured or that the liens granted pursuant to the Agreement have been properly or sufficiently or
lawfully created, perfected, or enforced or are entitled to any particular priority.


 




     


     


    

 


6.      
    Indemnification. To the extent that the Agent is not reimbursed and indemnified by the
Debtors, the Secured Parties will jointly and severally reimburse and indemnify the Agent, in proportion to their initially
purchased respective principal amounts of Debentures, from and against any and all liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed
on, incurred by or asserted against the Agent in performing its duties hereunder or under the Agreement or any other
Transaction Document, or in any way relating to or arising out of the Agreement or any other Transaction Document except for
those determined by a final judgment (not subject to further appeal) of a court of competent jurisdiction to have resulted
solely from the Agent's own gross negligence or willful misconduct. Prior to taking any action hereunder as Agent, the Agent
may require each Secured Party to deposit with it sufficient sums as it determines in good faith is necessary to protect the
Agent for costs and expenses associated with taking such action.


 


7.     
     Resignation by the Agent. 


 


(a)          The
Agent may resign from the performance of all its functions and duties under the Agreement and the other Transaction Documents at
any time by giving 30 days' prior written notice (as provided in the Agreement) to the Debtors and the Secured Parties. Such resignation
shall take effect upon the appointment of a successor Agent pursuant to clauses (b) and (c) below.


 


(b)          Upon
any such notice of resignation, the Secured Parties, acting by a Majority in Interest, shall appoint a successor Agent hereunder.


 


(c)          If
a successor Agent shall not have been so appointed within said 30-day period, the Agent shall then appoint a successor Agent who
shall serve as Agent until such time, if any, as the Secured Parties appoint a successor Agent as provided above. If a successor
Agent has not been appointed within such 30-day period, the Agent may petition any court of competent jurisdiction or may interplead
the Debtors and the Secured Parties in a proceeding for the appointment of a successor Agent, and all fees, including, but not
limited to, extraordinary fees associated with the filing of interpleader and expenses associated therewith, shall be payable by
the Debtors on demand.


 


8.      
    Rights with respect to Collateral. Each Secured Party agrees with all other Secured
Parties and the Agent (i) that it shall not, and shall not attempt to, exercise any rights with respect to its security
interest in the Collateral, whether pursuant to any other agreement or otherwise (other than pursuant to this Agreement), or
take or institute any action against the Agent or any of the other Secured Parties in respect of the Collateral or its rights
hereunder (other than any such action arising from the breach of this Agreement) and (ii) that such Secured Party has no
other rights with respect to the Collateral other than as set forth in this Agreement and the other Transaction Documents.
Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed
to and become vested with all the rights, powers, privileges and duties of the retiring Agent and the retiring Agent shall be
discharged from its duties and obligations under the Agreement.  After any retiring Agent’s resignation or removal
hereunder as Agent, the provisions of the Agreement including this Annex B shall inure to its benefit as to any actions taken
or omitted to be taken by it while it was Agent.


 




     


     


    

 


DISCLOSURE SCHEDULES TO 


 


SECURITY AGREEMENT


 


BY AND AMONG


 


PROPANC HEALTH GROUP CORP.,


 


THE GUARANTORS


 


AND


 


EACH SECURED PARTIES IDENTIFIED ON THE
SIGNATURE PAGE


 


Dated as of: October __, 2015


 




     


     


    

 


INTRODUCTION


 


This disclosure schedule (the “Disclosure
Schedule”) dated October __, 2015, is delivered by Propanc Health Group Corp. (hereinafter the
“Company”), a Delaware corporation, to the secured parties identified on the signature page (hereinafter
referred to as the “Secured Parties”), pursuant to the Security Agreement dated as of October __, 2015
(hereinafter the “Agreement”).


 


Any matter, information or item disclosed under any specific
representation or warranty or in the Disclosure Schedule shall be deemed to have been disclosed for all purposes of the Agreement
in response to every representation or warranty in the Agreement in respect of which such disclosure is reasonably apparent and
the facts relevant to such disclosure are set forth in reasonable detail. This Disclosure Schedule is incorporated into and made
a part of the Agreement as if set forth at length therein. The inclusion of any matter, information or item in the Disclosure Schedule
shall not be deemed to constitute an admission of any liability by the Company to any third party or otherwise imply that any such
matter, information or item is material or creates a measure for materiality or material adverse effect for the purposes of the
Agreement.


 


Headings have been inserted in the sections of the Disclosure
Schedule for convenience of reference only and shall not have the effect of amending or changing the express description of any
sections set forth in the Agreement. Terms used and not otherwise defined herein shall have the meanings ascribed to them in the
Agreement.


 




     


     


    

 


Schedule A


 


Level 2/555 Riversdale Road


Camberwell, Victoria, 3124, AUSTRALIA


 




     


     


    

 


Schedule B


 


University of Bath (Joint Intellectual Property Owner)


Claverton Down, Bath, BA2 7AY, United Kingdom


 




     


     


    

 


Schedule C


 


None


 




     


     


    

 


Schedule D


 


Propanc Health Group Corporation


Head Office:


Level 2/555 Riversdale Road


Camberwell, Victoria, 3124, AUSTRALIA


 


Registered Office:


3411 Silverside Road

Building 104

Wilmington, Delaware, UNITED STATES, 19801


EIN: 30 0662 986


 


Propanc Pty Ltd


Head Office:


Level 2/555 Riversdale Road


Camberwell, Victoria, 3124, AUSTRALIA


ABN: 43 127 984 089


 




     


     


    

 


Schedule E


 


In January 29, 2011, we (Propanc Health Group Corporation, a
Delaware entity) completed an exchange offer with the shareholders of Propanc Pty Ltd, an Australian entity, which is now our operating
subsidiary.


 


Pursuant to the exchange offer, each shareholder of Propanc
Pty Ltd received one share of our common stock for every share Propanc Pty Ltd that such shareholder owned, and as a result thereof,
we issued an aggregate of 64,700,525 shares of our common stock the shareholders of Propanc Pty Ltd. On the date of the exchange
offer, the 64,700,525 shares of Propanc Pty Ltd common stock that were exchanged for shares in Propanc Health Group Corporation
represented 100% of total stock of Propanc Pty Ltd at that time.


 




     


     


    

 


Schedule F


 


	Country	Number	Owner	Title	Status	Lodged	Current expiry
	Australia	2010310887	Propanc Pty Ltd	A pharmaceutical composition for treating cancer comprising trypsinogen and/or chymotrypsinogen and an active agent selected from a selenium compound, a vanilloid compound and a cytoplasmic glycolysis	Exam requested	22 Oct 2010	 
	Brazil	1120120095218	Propanc Pty Ltd	A pharmaceutical composition for treating cancer comprising trypsinogen and/or chymotrypsinogen and an active agent selected from a selenium compound, a vanilloid compound and a cytoplasmic glycolysis	Exam requested	22 Oct 2010	 
	Canada	2814958	Propanc Pty Ltd	A pharmaceutical composition for treating cancer comprising trypsinogen and/or chymotrypsinogen and an active agent selected from a selenium compound, a vanilloid compound and a cytoplasmic glycolysis	Application filed	22 Oct 2010	 
	China	201080054056.5	Propanc Pty Ltd	A pharmaceutical composition for treating cancer comprising trypsinogen and/or chymotrypsinogen and an active agent selected from a selenium compound, a vanilloid compound and a cytoplasmic glycolysis	Under examination	22 Oct 2010	 


 




     


     


    

 


	Country	Number	Owner	Title	Status	Lodged	Current expiry
	Europe	10824316.3	Propanc Pty Ltd	A pharmaceutical composition for treating cancer comprising trypsinogen and/or chymotrypsinogen and an active agent selected from a selenium compound, a vanilloid compound and a cytoplasmic glycolysis	Under examination	22 Oct 2010	 
	Hong Kong	13102450.4	Propanc Pty Ltd	A pharmaceutical composition for treating cancer comprising trypsinogen and/or chymotrypsinogen and an active agent selected from a selenium compound, a vanilloid compound and a cytoplasmic glycolysis	Application filed	22 Oct 2010	 
	India	1184/KOLNP/2012	Propanc Pty Ltd	A pharmaceutical composition for treating cancer comprising trypsinogen and/or chymotrypsinogen and an active agent selected from a selenium compound, a vanilloid compound and a cytoplasmic glycolysis	Exam requested	22 Oct 2010	 
	Indonesia	W-00201201965	Propanc Pty Ltd	A pharmaceutical composition for treating cancer comprising trypsinogen and/or chymotrypsinogen and an active agent selected from a selenium compound, a vanilloid compound and a cytoplasmic glycolysis	Exam requested	22 Oct 2010	 
	Israel	219216	Propanc Pty Ltd	A pharmaceutical composition for treating cancer comprising trypsinogen and/or chymotrypsinogen and an active agent selected from a selenium compound, a vanilloid compound and a cytoplasmic glycolysis	Application filed	22 Oct 2010	 


 




     


     


    

 


	Country	Number	Owner	Title	Status	Lodged	Current expiry
	Japan	2012-534496	Propanc Pty Ltd	A pharmaceutical composition for treating cancer comprising trypsinogen and chymotrypsinogen	Under examination	22 Oct 2010	 
	Malaysia	PI2012001764	Propanc Pty Ltd	A pharmaceutical composition for treating cancer comprising trypsinogen and/or chymotrypsinogen and an active agent selected from a selenium compound, a vanilloid compound and a cytoplasmic glycolysis	Application filed	22 Oct 2010	 
	Mexico	MX/a/2012/004610	Propanc Pty Ltd	A pharmaceutical composition for treating cancer comprising trypsinogen and/or chymotrypsinogen and an active agent selected from a selenium compound, a vanilloid compound and a cytoplasmic glycolysis	Application filed	22 Oct 2010	 
	New Zealand	599996	Propanc Pty Ltd	A pharmaceutical composition for treating cancer comprising trypsinogen and/or chymotrypsinogen and an active agent selected from a selenium compound, a vanilloid compound and a cytoplasmic glycolysis	Granted	22 Oct 2010	22 October 2030
	New Zealand	625783 (Div of 599996)	Propanc Pty Ltd	A pharmaceutical composition for treating cancer comprising trypsinogen and/or chymotrypsinogen and an active agent selected from a selenium compound, a vanilloid compound and a cytoplasmic glycolysis	To be abandoned	04 Jun 2014	 


 




     


     


    

 


	Country	Number	Owner	Title	Status	Lodged	Current expiry
	Singapore	201202929-4	Propanc Pty Ltd	A pharmaceutical composition for treating cancer comprising trypsinogen and/or chymotrypsinogen and an active agent selected from a selenium compound, a vanilloid compound and a cytoplasmic glycolysis	Lapsed (divisional filed)	22 Oct 2010	 
	Singapore	10201406651P (Div of 201202929-4)	Propanc Pty Ltd	A pharmaceutical composition for treating cancer comprising trypsinogen and/or chymotrypsinogen and an active agent selected from a selenium compound, a vanilloid compound and a cytoplasmic glycolysis	Application filed	16 Oct 2014	 
	South Africa	2012/03689	Propanc Pty Ltd	A pharmaceutical composition for treating cancer comprising trypsinogen and/or chymotrypsinogen and an active agent selected from a selenium compound, a vanilloid compound and a cytoplasmic glycolysis	Granted	22 Oct 2010	22 October 2030
	South Korea	10-2012-7012943	Propanc Pty Ltd	A pharmaceutical composition for treating cancer comprising trypsinogen and/or chymotrypsinogen and an active agent selected from a selenium compound, a vanilloid compound and a cytoplasmic glycolysis	Application filed	22 Oct 2010	 
	United States of America	13/502917	Propanc Pty Ltd	A pharmaceutical composition for treating cancer comprising trypsinogen and/or chymotrypsinogen and an active agent selected from a selenium compound, a vanilloid compound and a cytoplasmic glycolysis	Under examination	22 Oct 2010	 


 




     


     


    

 


Schedule G


 


None of the account debtors or other persons or entities obligated
on any of the Collateral is a governmental authority.


 




     


     


    




 


Schedule H


 


None.