EQUITY
PURCHASE AGREEMENT


 


THIS
EQUITY PURCHASE AGREEMENT (this “Agreement”) is entered into as of February 25, 2019 (the “Execution
Date”), by and between Propanc Biopharma, Inc., a Delaware corporation (the “Company”), and Oasis
Capital, LLC, a Puerto Rico limited liability company (the “Investor”).


 


RECITALS


 


WHEREAS,
the parties desire that, upon the terms and subject to the conditions contained herein, the Company shall issue and sell to the
Investor, from time to time as provided herein, and the Investor shall purchase from the Company up to Ten Million Dollars ($10,000,000.00)
of the Company’s Common Stock (as defined below);


 


NOW,
THEREFORE, in consideration of the mutual covenants contained in this Agreement, and for other good and valuable consideration,
the receipt and adequacy of which are hereby acknowledged, the Company and the Investor hereby agree as follows:


 


Article
I

CERTAIN DEFINITIONS


 


Section
1.1 RECITALS. The parties acknowledge
and agree that the recitals set forth above are true and correct and are hereby incorporated in and made a part of this Agreement.


 


Section
1.2 DEFINED TERMS. As used in this Agreement,
the following terms shall have the following meanings specified or indicated (such meanings to be equally applicable to both the
singular and plural forms of the terms defined):


 


“Agreement”
shall have the meaning specified in the preamble hereof.


 


“Available
Amount” means, initially, the Maximum Commitment Amount, which amount shall be reduced by the Investment Amount following
each successful Closing, each time the Investor purchases shares of Common Stock pursuant to a Put.


 


“Average
Daily Trading Volume” shall mean the average trading volume of the Company’s Common Stock in the ten (10) Trading
Days immediately preceding the respective Put Date.


 


“Bankruptcy
Law” means Title 11, U.S. Code, or any similar federal or state law for the relief of debtors.


 


“Claim
Notice” shall have the meaning specified in Section 9.3(a).


 


“Clearing
Costs” shall mean all of the Investor’s broker and Transfer Agent fees.


 


“Clearing
Date” shall be the date on which the Investor receives the Put Shares as DWAC Shares in its brokerage account.


 


“Closing”
shall mean one of the closings of a purchase and sale of shares of Common Stock pursuant to Section 2.3.


 




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“Closing
Certificate” shall mean the closing “Officer’s Certificate” of the Company in the form of Exhibit
B hereto.


 


“Closing
Date” shall mean the date of any Closing hereunder.


 


“Commitment
Period” shall mean the period commencing on the Execution Date, and ending on the earlier of (i) the date on which the
Investor shall have purchased Put Shares pursuant to this Agreement equal to the Maximum Commitment Amount, (ii) February 25,
2022, or (iii) written notice of termination by the Company to the Investor (which shall not occur at any time that the Investor
holds any of the Put Shares).


 


“Common
Stock” shall mean the Company’s common stock, $0.001 par value per share, and any shares of any other class of
common stock whether now or hereafter authorized, having the right to participate in the distribution of dividends (as and when
declared) and assets (upon liquidation of the Company).


 


“Common
Stock Equivalents” means any securities of the Company or the Subsidiaries which would entitle the holder thereof to
acquire at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument
that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive,
Common Stock.


 


“Company”
shall have the meaning specified in the preamble to this Agreement.


 


“Confidential
Information” means any information disclosed by either party to this Agreement, or their affiliates, agents or representatives,
to the other party to this Agreement, either directly or indirectly, in writing, orally or by inspection of tangible objects (including,
without limitation, documents, formulae, business information, trade secrets, technology, strategies. prototypes, samples, plant
and equipment), which may or may not be designated as “Confidential,” “Proprietary” or some similar designation.
Confidential Information may also include information disclosed by third parties. Confidential Information shall not, however,
include any information which (i) was publicly known and made generally available in the public domain prior to the time of disclosure
by the disclosing party; (ii) becomes publicly known and made generally available after disclosure by the disclosing party to
the receiving party through no fault, action or inaction of the receiving party; (iii) is already in the possession of the receiving
party at the time of disclosure by the disclosing party as shown by the receiving party’s files and records immediately
prior to the time of disclosure; (iv) is obtained by the receiving party from a third party without a breach of such third party’s
obligations of confidentiality; (v) is independently developed by the receiving party without use of or reference to the disclosing
party’s Confidential Information, as shown by documents and other competent evidence in the receiving party’s possession;
or (vi) is required by law to be disclosed by the receiving party, provided that the receiving party gives the disclosing party
prompt written notice of such requirement prior to such disclosure and assistance in obtaining an order protecting the information
from public disclosure.


 


“Current
Report” shall have the meaning set forth in Section 6.4.


 


“Custodian”
means any receiver, trustee, assignee, liquidator or similar official under any Bankruptcy Law.


 




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“Damages”
shall mean any loss, claim, damage, liability, cost and expense (including, without limitation, reasonable attorneys’ fees
and disbursements and costs and expenses of expert witnesses and investigation).


 


“Dispute
Period” shall have the meaning specified in Section 9.3(a).


 


“Disqualification
Event” shall have the meaning specified in Section 4.18.


 


“DTC”
shall mean The Depository Trust Company, or any successor performing substantially the same function for the Company.


 


“DTC/FAST
Program” shall mean the DTC’s Fast Automated Securities Transfer Program.


 


“DWAC”
shall mean Deposit Withdrawal at Custodian as defined by the DTC.


 


“DWAC
Eligible” shall mean that (a) the Common Stock is eligible at DTC for full services pursuant to DTC’s operational
arrangements, including, without limitation, transfer through DTC’s DWAC system, (b) the Company has been approved (without
revocation) by the DTC’s underwriting department, (c) the Transfer Agent is approved as an agent in the DTC/FAST Program,
(d) the Put Shares, as applicable, are otherwise eligible for delivery via DWAC, and (e) the Transfer Agent does not have a policy
prohibiting or limiting delivery of the Put Shares, as applicable, via DWAC.


 


“DWAC
Shares” means shares of Common Stock that are (i) issued in electronic form, (ii) freely tradable and transferable and
without restriction on resale and (iii) timely credited by the Company to the Investor’s or its designee’s specified
DWAC account with DTC under the DTC/FAST Program, or any similar program hereafter adopted by DTC performing substantially the
same function.


 


“Exchange
Act” shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.


 


“Exchange
Cap” shall have the meaning set forth in Section 7.1(c).


 


“Execution
Date” shall have the meaning set forth in the preamble to this Agreement.


 


“FINRA”
shall mean the Financial Industry Regulatory Authority, Inc.


 


“Indemnified
Party” shall have the meaning specified in Section 9.2.


 


“Indemnifying
Party” shall have the meaning specified in Section 9.2.


 


“Indemnity
Notice” shall have the meaning specified in Section 9.3(b).


 


“Intellectual
Property” shall mean all trademarks, trademark applications, trade names, service marks, service mark registrations,
service names, patents, patent applications, patent rights, copyrights, inventions, licenses, trade secrets or other intellectual
property rights.


 


“Investment
Amount” shall mean the dollar value equal to the amount of Put Shares referenced in the Put Notice multiplied by the
Purchase Price minus the Clearing Costs.


 




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“Investor”
shall have the meaning specified in the preamble to this Agreement.


 


“Issuer
Covered Person” shall have the meaning specified in Section 4.18.


 


“Lien”
means a lien, charge, pledge, security interest, encumbrance, right of first refusal, preemptive right or any other restriction.


 


“Market
Price” shall mean the one lowest (1) VWAP on the Principal Market during the Valuation Period, as reported by Bloomberg
Finance L.P. or other reputable source.


 


“Material
Adverse Effect” shall mean any effect on the business, operations, properties, or financial condition of the Company
and/or the Subsidiaries that is material and adverse to the Company and/or the Subsidiaries and/or any condition, circumstance,
or situation that would prohibit or otherwise materially interfere with the ability of the Company and/or the Subsidiaries to
enter into and/or perform its obligations under any Transaction Document.


 


“Maximum
Commitment Amount” shall mean Ten Million Dollars ($10,000,000.00).


 


“Person”
shall mean an individual, a corporation, a partnership, an association, a trust or other entity or organization, including a government
or political subdivision or an agency or instrumentality thereof.


 


“Principal
Market” shall mean any of the national exchanges (i.e. NYSE, NYSE AMEX, NASDAQ), or principal quotation systems (i.e.
OTCQX, OTCQB, OTC Pink, the OTC Bulletin Board), or other principal exchange or recognized quotation system which is at the time
the principal trading platform or market for the Common Stock.


 


“Purchase
Price” shall mean 87.5% of the Market Price on such date on which the Purchase Price is calculated in accordance with
the terms and conditions of this Agreement.


 


“Put”
shall mean the right of the Company to require the Investor to purchase shares of Common Stock, subject to the terms and conditions
of this Agreement.


 


“Put
Date” shall mean any Trading Day during the Commitment Period that a Put Notice is deemed delivered pursuant to Section
2.2(b).


 


“Put
Notice” shall mean a written notice, substantially in the form of Exhibit A hereto, addressed to the Investor
and setting forth the amount of Put Shares which the Company intends to require the Investor to purchase pursuant to the terms
of this Agreement.


 


“Put
Shares” shall mean all shares of Common Stock issued, or that the Company shall be entitled to issue, per any applicable
Put Notice in accordance with the terms and conditions of this Agreement.


 


“Registration
Rights Agreement” means that agreement in the form attached hereto as Exhibit D.


 


“Registration
Statement” shall have the meaning specified in Section 6.4.


 


“Regulation
D” shall mean Regulation D promulgated under the Securities Act.


 




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“Required
Minimum” shall mean, as of any date, the maximum aggregate number of shares of Common Stock then issued or potentially
issuable in the future pursuant to the Transaction Documents.


 


“Rule
144” shall mean Rule 144 promulgated under the Securities Act or any similar provision then in force under the Securities
Act.


 


“SEC”
shall mean the United States Securities and Exchange Commission.


 


“SEC
Documents” shall have the meaning specified in Section 4.5.


 


“Securities
Act” shall mean the Securities Act of 1933, as amended.


 


“Short
Sales” shall mean all “short sales” as defined in Rule 200 of Regulation SHO under the Exchange Act.


 


“Subsidiary”
or “Subsidiaries” means any Person the Company wholly-owns or controls, or in which the Company, directly or
indirectly, owns a majority of the voting stock or similar voting interest, in each case that would be disclosable pursuant to
Item 601(b)(21) of Regulation S-K promulgated under the Securities Act.


 


“Third
Party Claim” shall have the meaning specified in Section 9.3(a).


 


“Trading
Day” shall mean a day on which the Principal Market shall be open for business.


 


“Transaction
Documents” shall mean this Agreement, the Registration Rights Agreement, and all schedules and exhibits hereto and thereto.


 


“Transfer
Agent” shall mean Corporate Stock Transfer, Inc., the current transfer agent of the Company, and any successor transfer
agent of the Company.


 


“Transfer
Agent Instruction Letter” means the letter from the Company to the Transfer Agent which instructs the Transfer Agent
to issue the Put Shares pursuant to the Transaction Documents, in the form of Exhibit C attached hereto.


 


“Valuation
Period” shall mean the period of five (5) Trading Days following the Clearing Date associated with the applicable Put
Notice during which the Purchase Price of the Common Stock is valued; provided, however, that the Valuation Period shall instead
begin on the Clearing Date if the respective Put Shares are received as DWAC Shares in Investor’s brokerage account prior
to 11:00 a.m. EST on the respective Clearing Date.


 


“Variable
Security Holder” means any holder of any securities of the Company in an amount in excess of $250,000 that (A) have
or may have conversion rights of any kind, contingent, conditional or otherwise, in which the number of shares that may be issued
pursuant to such conversion right varies with the market price of the Common Stock, or (B) are or may become convertible into
Common Stock (including without limitation convertible debt, warrants or convertible preferred stock), with a conversion price
that varies with the market price of the Common Stock, even if such security only becomes convertible following an event of default,
the passage of time, or another trigger event or condition.


 




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“VWAP”
shall mean for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then
listed or quoted on a national exchange as included in the term Principal Market, the daily volume weighted average price of the
Common Stock for such date (or the nearest preceding date) on such national exchange on which the Common Stock is then listed
or quoted for trading as reported by Bloomberg L.P. or Quotestream, a product of QuoteMedia, Inc. (based on a Trading Day from
9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)); (b) if the Common Stock is not then traded on a national exchange,
the volume weighted average price of the Common Stock for such date (or the nearest preceding date) on the OTCQX, OTCQB, OTC Pink
or OTC Bulletin Board (as applicable); (c) if the Common Stock is not then quoted for trading on the OTCQX, OTCQB, OTC Pink or
OTC Bulletin Board and if prices for the Common Stock are then reported in the OTC markets or a similar organization or agency,
the most recent bid price per share of the Common Stock so reported that reflects the equivalent of a trading market for the Common
Stock; or (d) in all other cases, the fair market value of a share of Common Stock as determined by an independent appraiser selected
in good faith by the Investor and reasonably acceptable to the Company.


 


Article
II

PURCHASE AND SALE OF COMMON STOCK


 


Section
2.1 PUTS. Upon the terms and conditions
set forth herein (including, without limitation, the provisions of Article VII), the Company shall have the right, but
not the obligation, to direct the Investor, by its delivery to the Investor of a Put Notice from time to time during the Commitment
Period, to purchase Put Shares in an amount in each instance up to the lesser of $1,000,000 or 250% of the Average Daily Trading
Volume.


 


Section
2.2 MECHANICS.


 


(a)
PUT NOTICE. At any time and from time
to time during the Commitment Period, except as provided in this Agreement, the Company may deliver a Put Notice to Investor,
subject to satisfaction of the conditions set forth in Section 7.2 and otherwise provided herein. The Company shall deliver,
or cause to be delivered, the Put Shares as DWAC Shares to the Investor within two (2) Trading Days following the Put Date.


 


(b)
DATE OF DELIVERY OF PUT NOTICE. A Put
Notice shall be deemed delivered on (i) the Trading Day it is received by e-mail by the Investor if such notice is received on
or prior to 8:30 a.m. EST or (ii) the immediately succeeding Trading Day if it is received by e-mail after 8:30 a.m. EST on a
Trading Day or at any time on a day which is not a Trading Day. The Company shall not deliver another Put Notice to the Investor
within ten (10) Trading Days of a prior Put Notice.


 


Section
2.3 CLOSINGS.


 


(a)
TIMING. The Closing of a Put shall occur
within one (1) Trading Day following the end of the respective Valuation Period, whereby the Investor shall deliver the Investment
Amount by wire transfer of immediately available funds to an account designated by the Company. In addition, on or prior to such
Closing, each of the Company and the Investor shall deliver to each other all documents, instruments and writings required to
be delivered or reasonably requested by either of them pursuant to this Agreement in order to implement and effect the transactions
contemplated herein.


 




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(b)
RETURN OF SURPLUS. If the value of the
Put Shares delivered to the Investor causes the Company to exceed the Maximum Commitment Amount, then the Investor shall return
to the Company the surplus amount of Put Shares associated with such Put and the Purchase Price with respect to such Put shall
be reduced by any Clearing Costs related to the return of such Put Shares.


 


Article
III

REPRESENTATIONS AND WARRANTIES OF INVESTOR


 


The
Investor represents and warrants to the Company that:


 


Section
3.1 INTENT. The Investor is entering into
this Agreement for its own account, and the Investor has no present arrangement (whether or not legally binding) at any time to
sell the Put Shares to or through any Person in violation of the Securities Act or any applicable state securities laws; provided,
however, that the Investor reserves the right to dispose of the Put Shares at any time in accordance with federal and state
securities laws applicable to such disposition; provided, however, that the Investor shall dispose of the Put Shares
in accordance with the terms of this Agreement.


 


Section
3.2 NO LEGAL ADVICE FROM THE COMPANY.
The Investor acknowledges that it has had the opportunity to review this Agreement and the transactions contemplated by this Agreement
with its own legal counsel and investment and tax advisors. Except with respect to the representations, warranties and covenants
contained in this Agreement, the Investor is relying solely on such counsel and advisors and not on any statements or representations
of the Company or any of its representatives or agents for legal, tax or investment advice with respect to this investment, the
transactions contemplated by this Agreement or the securities laws of any jurisdiction.


 


Section
3.3 ACCREDITED INVESTOR. The Investor
is an accredited investor as defined in Rule 501(a)(3) of Regulation D, and the Investor has such experience in business and financial
matters that it is capable of evaluating the merits and risks of an investment in the Put Shares. The Investor acknowledges that
an investment in the Put Shares is speculative and involves a high degree of risk.


 


Section
3.4 AUTHORITY. The Investor has the requisite
power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to
consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the other Transaction
Documents and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary
action and no further consent or authorization of the Investor is required. Each Transaction Document to which it is a party has
been duly executed by the Investor, and when delivered by the Investor in accordance with the terms hereof, will constitute the
valid and binding obligation of the Investor enforceable against it in accordance with its terms, subject to applicable bankruptcy,
insolvency, or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by
other equitable principles of general application.


 


Section
3.5 NOT AN AFFILIATE. To the Investor’s
knowledge, the Investor is not an officer, director or “affiliate” (as such term is defined in Rule 405 of the Securities
Act) of the Company.


 




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Section
3.6 ORGANIZATION AND STANDING. The Investor
is an entity duly formed, validly existing and in good standing under the laws of the jurisdiction of its formation with full
right, limited liability company power and authority to enter into and to consummate the transactions contemplated by this Agreement
and the other Transaction Documents.


 


Section
3.7 ABSENCE OF CONFLICTS. The execution
and delivery of this Agreement and the other Transaction Documents, and the consummation of the transactions contemplated hereby
and thereby and compliance with the requirements hereof and thereof, will not (a) violate any law, rule, regulation, order, writ,
judgment, injunction, decree or award binding on the Investor, (b) violate any provision of any indenture, instrument or agreement
to which the Investor is a party or is subject, or by which the Investor or any of its assets is bound, or conflict with or constitute
a material default thereunder, (c) result in the creation or imposition of any lien pursuant to the terms of any such indenture,
instrument or agreement, or constitute a breach of any fiduciary duty owed by the Investor to any third party, or (d) require
the approval of any third-party (that has not been obtained) pursuant to any material contract, instrument, agreement, relationship
or legal obligation to which the Investor is subject or to which any of its assets, operations or management may be subject.


 


Section
3.8 DISCLOSURE; ACCESS TO INFORMATION.
The Investor had an opportunity to review copies of the SEC Documents filed on behalf of the Company and has had access to all
publicly available information with respect to the Company.


 


Section
3.9 MANNER OF SALE. At no time was the
Investor presented with or solicited by or through any leaflet, public promotional meeting, television advertisement or any other
form of general solicitation or advertisement.


 


Article
IV

REPRESENTATIONS AND WARRANTIES OF THE COMPANY


 


The
Company represents and warrants to the Investor that, except as disclosed in the SEC Documents or except as set forth in the disclosure
schedules hereto (the “Schedules”) (which Schedules shall be deemed a part hereof and shall qualify any representation
or warranty otherwise made herein to the extent of the disclosure contained in the corresponding section of the Schedules or to
the extent the relevance of such disclosure to such representation or warranty is reasonably apparent), as of the Execution Date
and at each Closing Date:


 


Section
4.1 ORGANIZATION OF THE COMPANY. The Company
is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware, with the requisite
power and authority to own and use its properties and assets and to carry on its business as currently conducted. Each of the
Subsidiaries is an entity duly incorporated or otherwise organized, validly existing and in good standing under the laws of the
jurisdiction of its incorporation or organization, with the requisite power and authority to own and use its properties and assets
and to carry on its business as currently conducted. Each of the Company and the Subsidiaries is not in violation or default of
any of the provisions of its respective certificate or articles of incorporation, bylaws or other organizational or charter documents.
Each of the Company and the Subsidiaries is duly qualified to conduct business and is in good standing as a foreign corporation
or other entity in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification
necessary, except where the failure to be so qualified or in good standing, as the case may be, could not have or reasonably be
expected to result in a Material Adverse Effect and to the best of the Company’s knowledge, no proceeding has been instituted
in any such jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or curtail such power and authority or qualification.


 




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Section
4.2 AUTHORITY. The Company has the requisite
corporate power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents.
The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by it of
the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action and no further consent
or authorization of the Company or its Board of Directors or stockholders is required. Each of this Agreement and the other Transaction
Documents has been duly executed and delivered by the Company and when executed and delivered by all parties hereto and thereto
in accordance with the terms hereof and thereof, will constitute a valid and binding obligation of the Company enforceable against
the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, or
similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by other equitable
principles of general application.


 


Section
4.3 CAPITALIZATION. As of the Execution
Date, the authorized capital stock of the Company consists of (a) 4,000,000,000 shares of Common Stock, par value of $0.001 per
share, of which approximately 333,896,577 shares were issued and outstanding as of February 14, 2019, and (b) 1,500,005 shares
of preferred stock, of which 500,001 shares were issued and outstanding as of the Execution Date. Except as set forth on Schedule
4.3 or in the SEC Documents, the Company has not issued any capital stock since its most recently filed periodic report under
the Exchange Act, other than pursuant to the exercise of employee stock options under the Company’s stock option plans,
the issuance of shares of Common Stock to employees pursuant to the Company’s employee stock purchase plans and pursuant
to the conversion and/or exercise of Common Stock Equivalents outstanding as of the date of the most recently filed periodic report
under the Exchange Act. Except as set forth on Schedule 4.3, no Person has any right of first refusal, preemptive right,
right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except
as set forth on Schedule 4.3 and as disclosed in the SEC Documents, and except as a result of the purchase and sale of
the Put Shares, there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character
whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any
Person any right to subscribe for or acquire any shares of Common Stock, or contracts, commitments, understandings or arrangements
by which the Company or any Subsidiary is or may become bound to issue additional shares of Common Stock or Common Stock Equivalents.
The issuance and sale of the Put Shares will not obligate the Company to issue shares of Common Stock or other securities to any
Person (other than the Investor) and will not result in a right of any holder of Company securities to adjust the exercise, conversion,
exchange or reset price under any of such securities. There are no stockholders agreements, voting agreements or other similar
agreements with respect to the Company’s capital stock to which the Company is a party or, to the knowledge of the Company,
between or among any of the Company’s stockholders.


 


Section
4.4 LISTING AND MAINTENANCE REQUIREMENTS.
The Common Stock is registered pursuant to Section 12(g) of the Exchange Act, and the Company has taken no action designed to,
or which to its knowledge is likely to have the effect of, terminating the registration of the Common Stock under the Exchange
Act, nor has the Company received any notification that the SEC is contemplating terminating such registration. Except as set
forth on Schedule 4.4, the Company has not, in the twelve (12) months preceding the Execution Date, received notice from
the Principal Market on which the Common Stock is or has been listed or quoted to the effect that the Company is not in compliance
with the listing or maintenance requirements of such Principal Market. The Company is, and has no reason to believe that it will
not in the foreseeable future continue to be, in compliance with all such listing and maintenance requirements.


 




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Section
4.5 SEC DOCUMENTS; DISCLOSURE. Except
as set forth on Schedule 4.5, the Company has filed all reports, schedules, forms, statements and other documents required
to be filed by the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof,
for the one (1) year preceding the Execution Date (or such shorter period as the Company was required by law or regulation to
file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein,
being collectively referred to herein as the “SEC Documents”) on a timely basis or has received a valid extension
of such time of filing and has filed any such SEC Documents prior to the expiration of any such extension. As of their respective
dates, the SEC Documents complied in all material respects with the requirements of the Securities Act and the Exchange Act, as
applicable, and other federal laws, rules and regulations applicable to such SEC Documents, and none of the SEC Documents when
filed contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary
in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial
statements of the Company included in the SEC Documents comply as to form and substance in all material respects with applicable
accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect
thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a
consistent basis during the periods involved (except (a) as may be otherwise indicated in such financial statements or the notes
thereto or (b) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or
summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof
and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal,
immaterial, year-end audit adjustments). There is no transaction, arrangement, or other relationship between the Company and an
unconsolidated or other off balance sheet entity that is not disclosed by the Company in its financial statements or otherwise
that would be reasonably likely to have a Material Adverse Effect. Except with respect to the material terms and conditions of
the transactions contemplated by the Transaction Documents, the Company confirms that neither it nor any other Person acting on
its behalf has provided the Investor or its agents or counsel with any information that it believes constitutes or might constitute
material, non-public information. The Company understands and confirms that the Investor will rely on the foregoing representation
in effecting transactions in securities of the Company.


 


Section
4.6 VALID ISSUANCES. The Put Shares are
duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be validly issued,
fully paid, and non-assessable, free and clear of all Liens imposed by the Company, other than restrictions on transfer provided
for in the Transaction Documents and under the Securities Act.


 




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Section
4.7 NO CONFLICTS. The execution, delivery
and performance of this Agreement and the other Transaction Documents by the Company, and the consummation by the Company of the
transactions contemplated hereby and thereby, including, without limitation, the issuance of the Put Shares do not and will not:
(a) result in a violation of the Company’s or any Subsidiary’s certificate or articles of incorporation, by-laws or
other organizational or charter documents, (b) conflict with, or constitute a material default (or an event that with notice or
lapse of time or both would become a material default) under, result in the creation of any Lien upon any of the properties or
assets of the Company or any Subsidiary, or give to others any rights of termination, amendment, acceleration or cancellation
of, any agreement, indenture, instrument or any “lock-up” or similar provision of any underwriting or similar agreement
to which the Company or any Subsidiary is a party, or (c) result in a violation of any federal, state or local law, rule, regulation,
order, judgment or decree (including federal and state securities laws and regulations) applicable to the Company or any Subsidiary
or by which any property or asset of the Company or any Subsidiary is bound or affected (except for such conflicts, defaults,
terminations, amendments, accelerations, cancellations and violations as would not, individually or in the aggregate, have a Material
Adverse Effect), nor is the Company otherwise in violation of, conflict with or in default under any of the foregoing. The business
of the Company is not being conducted in violation of any law, ordinance or regulation of any governmental entity, except for
possible violations that either singly or in the aggregate do not and will not have a Material Adverse Effect. The Company is
not required under federal, state or local law, rule or regulation to obtain any consent, authorization or order of, or make any
filing or registration with, any court or governmental agency in order for it to execute, deliver or perform any of its obligations
under this Agreement or the other Transaction Documents (other than any SEC, FINRA or state securities filings that may be required
to be made by the Company in connection with or subsequent to any Closing or any registration statement that may be filed pursuant
hereto); provided that, for purposes of the representation made in this sentence, the Company is assuming and relying upon the
accuracy of the relevant representations and agreements of Investor herein.


 


Section
4.8 NO MATERIAL ADVERSE CHANGE. Except
as set forth on Schedule 4.8, no event has occurred that would have a Material Adverse Effect on the Company or any Subsidiary
that has not been disclosed in subsequent SEC filings.


 


Section
4.9 LITIGATION AND OTHER PROCEEDINGS.
Except as disclosed in the SEC Documents or as set forth on Schedule 4.9, there are no actions, suits, investigations,
inquiries or proceedings pending or, to the knowledge of the Company, threatened against or affecting the Company, any Subsidiary
or any of their respective properties, nor has the Company received any written or oral notice of any such action, suit, proceeding,
inquiry or investigation, which would have a Material Adverse Effect or would require disclosure under the Securities Act or the
Exchange Act. No judgment, order, writ, injunction or decree or award has been issued by or, to the knowledge of the Company,
requested of any court, arbitrator or governmental agency which would have a Material Adverse Effect. Except as disclosed on Schedule
4.9, there has not been, and to the knowledge of the Company, there is not pending or contemplated, any investigation by the
SEC involving the Company, any Subsidiary or any current or former director or officer of the Company or any Subsidiary.


 


Section
4.10 REGISTRATION RIGHTS. Except as set
forth on Schedule 4.10, no Person (other than the Investor) has any right to cause the Company to effect the registration
under the Securities Act of any securities of the Company or any Subsidiary.


 


Section
4.11 INVESTOR’S STATUS. The Company
acknowledges and agrees that the Investor is acting solely in the capacity of arm’s length purchaser with respect to the
Transaction Documents and the transactions contemplated hereby and thereby. The Company further acknowledges that the Investor
is not acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to the Transaction
Documents and the transactions contemplated hereby and thereby and any advice given by the Investor or any of its representatives
or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental
to the Investor’s purchase of the Put Shares. The Company further represents to the Investor that the Company’s decision
to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives
and advisors.


 




    	 	- 11 -	 



     


    

 


Section
4.12 NO GENERAL SOLICITATION; NO INTEGRATED
OFFERING. Neither the Company, any Subsidiary, nor any of their respective affiliates, nor any Person acting on their behalf,
has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D under the Securities
Act) in connection with the offer or sale of the Put Shares. Neither the Company, any Subsidiary, nor any of their respective
affiliates, nor any Person acting on their behalf has, directly or indirectly, made any offers or sales of any security or solicited
any offers to buy any security, under circumstances that would require registration of the offer and sale of any of the Put Shares
under the Securities Act, whether through integration with prior offerings or otherwise, or cause this offering of the Put Shares
to be integrated with prior offerings by the Company in a manner that would require stockholder approval pursuant to the rules
of the Principal Market on which any of the securities of the Company are listed or designated. The issuance and sale of the Put
Shares hereunder does not contravene the rules and regulations of the Principal Market.


 


Section
4.13 TRANSACTIONS WITH AFFILIATES. Except
as set forth in the SEC Documents, none of the officers or directors of the Company or any Subsidiary, and to the knowledge of
the Company, none of the employees of the Company or any Subsidiary is presently a party to any transaction with the Company or
any Subsidiary (other than for services as employees, officers and directors), including any contract, agreement or other arrangement
providing for the furnishing of services to or by, providing for rental of real or personal property to or from, or otherwise
requiring payments to or from any officer, director or such employee or, to the knowledge of the Company, any entity in which
any officer, director, or any such employee has a substantial interest or is an officer, director, trustee or partner, in each
case in excess of the lesser of (i) $120,000 or (ii) one percent of the average of the Company’s total assets at year end
for the last two completed fiscal years, other than for (i) payment of salary or consulting fees for services rendered, (ii) reimbursement
for expenses incurred on behalf of the Company or any Subsidiary and (iii) other employee benefits, including stock option agreements
under any stock option plan of the Company.


 


Section
4.14 CERTAIN FEES. No brokerage or finder’s
fees or commissions are or will be required to be payable by the Company to any broker, financial advisor or consultant, finder,
placement agent, investment banker, bank or other Person with respect to the transactions contemplated by the Transaction Documents;
provided, that in connection with the transactions contemplated by the Transaction Documents, the Company may elect to pay certain
investment banking fees to its advisors as the Company determines in its sole discretion which shall be disclosed in writing to
the Investor. The Investor shall have no obligation with respect to any fees or with respect to any claims made by or on behalf
of other Persons for fees of a type contemplated in this Section 4.14 that may be due in connection with the transactions
contemplated by the Transaction Documents.


 


Section
4.15 INVESTMENT COMPANY. The Company is
not an “investment company” within the meaning of the Investment Company Act of 1940, as amended.


 


Section
4.16 ACCOUNTANTS. The Company’s
accountants are set forth in the SEC Documents and, to the knowledge of the Company, such accountants are an independent registered
public accounting firm as required by the Securities Act.


 




    	 	- 12 -	 



     


    

 


Section
4.17 NO MARKET MANIPULATION. Neither the
Company, nor any Subsidiary has, and to its knowledge no Person acting on either of their behalf has, (i) taken, directly or indirectly,
any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to
facilitate the sale or resale of any of the Put Shares, (ii) sold, bid for, purchased, or, paid any compensation for soliciting
purchases of, any of the Put Shares, or (iii) paid or agreed to pay to any Person any compensation for soliciting another to purchase
any other securities of the Company.


 


Section
4.18 NO DISQUALIFICATION EVENTS. None
of the Company, any Subsidiary, any of their predecessors, any affiliated issuer, any director, executive officer, other officer
of the Company or any Subsidiary participating in the offering contemplated hereby, any beneficial owner of 20% or more of the
Company’s outstanding voting equity securities, calculated on the basis of voting power, nor any promoter (as that term
is defined in Rule 405 under the Securities Act) connected with the Company in any capacity at the time of sale (each, an “Issuer
Covered Person”) is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to
(viii) under the Securities Act (a “Disqualification Event”), except for a Disqualification Event covered by
Rule 506(d)(2) or (d)(3) under the Securities Act. The Company has exercised reasonable care to determine whether any Issuer Covered
Person is subject to a Disqualification Event.


 


Section
4.19 SHELL COMPANY STATUS. The Company
is not currently an issuer identified in Rule 144(i)(1)(i) under the Securities Act, is subject to the reporting requirements
of Section 13 or 15(d) of the Exchange Act, has filed all reports and other materials required to be filed by Section 13 or 15(d)
of the Exchange Act, as applicable during the preceding 12 months, and, as of a date at least one year prior to the Execution
Date, has filed current “Form 10 information” with the SEC (as defined in Rule 144(i)(3) of the Securities Act) reflecting
its status as an entity that is no longer an issuer described in Rule 144(i)(1)(i) of the Securities Act.


 


Section
4.20 ABSENCE OF SCHEDULES. In the event
that, at each Closing, the Company does not deliver any disclosure schedule contemplated by this Agreement, the Company hereby
acknowledges and agrees that (i) to the extent the Company has (x) previously delivered to the Investor such disclosure schedule,
the information therein has not changed as of such Closing Date, and (y) not previously delivered to the Investor such disclosure
schedule, each such undelivered disclosure schedule shall be deemed to read as follows: “Nothing to Disclose”, and
(ii) the Investor has not otherwise waived delivery of such disclosure schedule.


 


Section
4.21 NO OTHER REPRESENTATIONS. Except
as expressly set forth in this Agreement, none of the Company or any Subsidiaries make any further representations or warranties,
express or implied, and any such representations and warranties are hereby expressly disclaimed.


 


Article
V

COVENANTS OF INVESTOR


 


Section
5.1 COMPLIANCE WITH LAW; TRADING IN SECURITIES.
The Investor’s trading activities with respect to shares of Common Stock will be in compliance with all applicable state
and federal securities laws and regulations and the rules and regulations of FINRA and the Principal Market.


 




    	 	- 13 -	 



     


    

 


Section
5.2 SHORT SALES AND CONFIDENTIALITY. Neither
the Investor, nor any affiliate of the Investor acting on its behalf or pursuant to any understanding with it, will execute any
Short Sales during the period from the Execution Date to the end of the Commitment Period. For the purposes hereof, and in accordance
with Regulation SHO, the sale after delivery of a Put Notice of such number of shares of Common Stock reasonably expected to be
purchased under a Put Notice shall not be deemed a Short Sale. The Investor shall, until such time as the transactions contemplated
by this Agreement are publicly disclosed by the Company in accordance with the terms of this Agreement, maintain the confidentiality
of the existence and terms of this transaction and the information included in the Transaction Documents. The Investor agrees
not to disclose any Confidential Information of the Company to any third party, except for the Investor’s attorneys, accountants
and advisors who have a need to know such Confidential Information and are bound by confidential agreement in writing, shall not
use any Confidential Information for any purpose other than in connection with, or in furtherance of, the transactions contemplated
hereby and will employ reasonable efforts to preserve the confidentiality of the Confidential Information, and will, in any event,
ensure that Investor’s attorneys, accountants and advisors employ at least the same practices used to protect their own
confidential information of similar nature. The Investor acknowledges that the Confidential Information of the Company shall remain
the property of the Company and agrees that it shall take all reasonable measures to protect the secrecy of any Confidential Information
disclosed by the Company.


 


Article
VI

COVENANTS OF THE COMPANY


 


Section
6.1 RESERVATION OF COMMON STOCK. On the
Execution Date, the Company will have executed and delivered the Transfer Agent Instruction Letter to, among other things, reserve
666,666,667shares of Common Stock from its authorized and unissued Common Stock to provide for issuances of Common Stock under
the Transaction Documents (the “Share Reserve”). The Company further agrees to add additional shares of Common
Stock to the Share Reserve in an amount of shares reasonably requested by the Investor if as of the date of any such request the
number of shares being held in the Share Reserve is less than three (3) times the number of shares of Common Stock obtained by
dividing the remaining balance on the Maximum Commitment Amount as of the date of the request by the Purchase Price. The Company
shall further require the Transfer Agent to hold the shares of Common Stock reserved pursuant to the Share Reserve exclusively
for the benefit of the Investor. The Company agrees that in the event that the Transfer Agent resigns as the Company’s transfer
agent, the Company shall engage a suitable replacement transfer agent that will agree to serve as transfer agent for the Company
and be bound by the terms and conditions of the Transfer Agent Instruction Letter within five (5) business days. The Company shall
not terminate the Transfer Agent as the Company’s transfer agent without written consent from the Investor, which shall
not be unreasonably conditioned, withheld or delayed. In the event this Agreement is terminated, the Investor agrees promptly
after the termination date to deliver to the Transfer Agent written instructions to cancel the Share Reserve, which shall expressly
direct the Transfer Agent to continue to observe and satisfy its obligations to the Investor regarding the removal of restrictive
legends from shares held by the Investor.


 




    	 	- 14 -	 



     


    

 


Section
6.2 LISTING OF COMMON STOCK. The Company
shall promptly secure the listing of all of the Put Shares to be issued to the Investor hereunder on the Principal Market (subject
to official notice of issuance), if required, and shall use commercially reasonable best efforts to maintain, so long as any shares
of Common Stock shall be so listed, the listing of all such Put Shares from time to time issuable hereunder. The Company shall
use its commercially reasonable efforts to continue the listing and trading of the Common Stock on the Principal Market (including,
without limitation, maintaining sufficient net tangible assets) and will comply in all respects with the Company’s reporting,
filing and other obligations under the bylaws or rules of FINRA and the Principal Market. The Company shall not take any action
that would reasonably be expected to result in the delisting or suspension of the Common Stock on the Principal Market. The Company
shall promptly, and in no event later than the following Trading Day after receiving such notice, provide to the Investor copies
of any notices it receives from any Person regarding the continued eligibility of the Common Stock for listing on the Principal
Market. The Company shall pay all fees and expenses in connection with satisfying its obligations under this Section 6.2,
other than any expenses of the Investor in connection herewith. The Company shall take all action necessary to ensure that its
Common Stock can be transferred electronically as DWAC Shares.


 


Section
6.3 OTHER EQUITY LINES AND CONVERTIBLE NOTES.
So long as this Agreement remains in effect, the Company covenants and agrees that after the date hereof, it will not, without
the prior written consent of the Investor, enter into any other equity line of credit agreement with any other party or have any
Variable Security Holders, excluding the Investor, without the Investor’s prior written consent, which consent shall not
be unreasonably withheld, conditioned or delayed; provided that any financing consummated via an underwriting offering or through
a placement agent shall not require Investor’s consent. For the avoidance of doubt, nothing contained in the Transaction
Documents shall restrict, or require the Investor’s consent for, any agreement providing for the issuance or distribution
of any equity securities of the Company pursuant to any agreement or arrangement that is not covered in this Section 6.3.


 


Section
6.4 FILING OF CURRENT REPORT AND REGISTRATION
STATEMENT. The Company agrees that it shall file a Current Report on Form 8-K, including the Transaction Documents as exhibits
thereto, with the SEC within the time required by the Exchange Act, relating to the transactions contemplated by, and describing
the material terms and conditions of, the Transaction Documents (the “Current Report”). The Company shall permit
the Investor to review and comment upon the final pre-filing draft version of the Current Report at least two (2) Trading Days
prior to its filing with the SEC, and the Company shall give reasonable consideration to all such comments. The Investor shall
use its reasonable best efforts to comment upon the final pre-filing draft version of the Current Report within one (1) Trading
Day from the date the Investor receives it from the Company. Subject to the terms of the Registration Rights Agreement and provided
that this Agreement has not been terminated, the Company shall file with the SEC, on or before March 1, 2019, a registration statement
on Form S-1 (the “Registration Statement”) covering only the resale of the Put Shares.


 


Section
6.5 PURCHASE RECORDS. The Company shall
maintain records showing the Available Amount at any given time and the date, Investment Amount and Put Shares for each Put, contained
in the applicable Put Notice.


 


Section
6.6 TAXES. The Company shall pay any and
all transfer, stamp or similar taxes that may be payable under the laws of the United States with respect to the issuance and
delivery of any shares of Common Stock to the Investor made under this Agreement.


 


Section
6.7 USE OF PROCEEDS. The Company will
use the net proceeds from the offering of Put Shares for general working capital.


 




    	 	- 15 -	 



     


    




 


Section
6.8 INTEGRATION. In any case subject to
the terms of the Registration Rights Agreement, from and after the Execution Date, neither the Company, nor or any of its Subsidiaries
or affiliates will, and the Company shall use its reasonable best efforts to ensure that no Person acting on their behalf will,
directly or indirectly, make any offers or sales of any security or solicit any offers to buy any security, under circumstances
that would require registration of the offer and sale of any of the Put Shares under the Securities Act.


 


Section
6.9 TRANSACTION DOCUMENTS. On the Execution
Date, the Company shall deliver to the Investor executed copies of all of the Transaction Documents.


 


Article
VII

CONDITIONS TO DELIVERY OF PUT NOTICES AND CONDITIONS TO CLOSING


 


Section
7.1 CONDITIONS PRECEDENT TO THE RIGHT OF THE
COMPANY TO ISSUE AND SELL PUT SHARES. The right of the Company to issue and sell the Put Shares to the Investor is subject
to the satisfaction of each of the conditions set forth below:


 


(a)
ACCURACY OF INVESTOR’S REPRESENTATIONS
AND WARRANTIES. The representations and warranties of the Investor shall be true and correct in all material respects as of
the Execution Date and as of the date of each Closing as though made at each such time.


 


(b)
PERFORMANCE BY INVESTOR. Investor shall
have performed, satisfied and complied in all respects with all covenants, agreements and conditions required by this Agreement
to be performed, satisfied or complied with by the Investor at or prior to such Closing.


 


(c)
PRINCIPAL MARKET REGULATION. The Company
shall not issue any Put Shares, and the Investor shall not have the right to receive any Put Shares, if the issuance of such Put
Shares would exceed the aggregate number of shares of Common Stock which the Company may issue without breaching the Company’s
obligations under the rules or regulations of the Principal Market (the “Exchange Cap”).


 


Section
7.2 CONDITIONS PRECEDENT TO THE OBLIGATION
OF INVESTOR TO PURCHASE PUT SHARES. The obligation of the Investor hereunder to purchase Put Shares is subject to the satisfaction
of each of the following conditions:


 


(a)
REGISTRATION STATEMENT. The Registration
Statement, and any amendment or supplement thereto, shall be and remain effective for the resale by the Investor of the Put Shares
and (i) neither the Company nor the Investor shall have received notice that the SEC has issued or intends to issue a stop order
with respect to such Registration Statement or that the SEC otherwise has suspended or withdrawn the effectiveness of such Registration
Statement, either temporarily or permanently, or intends or has threatened to do so and (ii) no other suspension of the use of,
or withdrawal of the effectiveness of, such Registration Statement or related prospectus shall exist. The Company shall have prepared
and filed with the SEC a final and complete prospectus (the preliminary form of which shall be included in the Registration Statement)
and shall have electronically delivered to the Investor a true and complete copy thereof. Such final prospectus shall be current
and available for the resale by the Investor of all of the Put Shares covered thereby. For the avoidance of doubt, any filing
available to the Investor via the SEC’s live EDGAR system shall be deemed “delivered” hereunder.


 




    	 	- 16 -	 



     


    




 


(b)
ACCURACY OF THE COMPANY’S REPRESENTATIONS
AND WARRANTIES. The representations and warranties of the Company shall be true and correct in all material respects as of
the Execution Date and as of the date of each Closing (except for representations and warranties under the first sentence of Section
4.3, which are specifically made as of the Execution Date and shall be true and correct in all respects as of the Execution
Date).


 


(c)
PERFORMANCE BY THE COMPANY. The Company
shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by
this Agreement to be performed, satisfied or complied with by the Company.


 


(d)
NO INJUNCTION. No statute, rule, regulation,
executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or adopted by any court or governmental
authority of competent jurisdiction that prohibits or directly and materially adversely affects any of the transactions contemplated
by the Transaction Documents, and no proceeding shall have been commenced that may have the effect of prohibiting or materially
adversely affecting any of the transactions contemplated by the Transaction Documents.


 


(e)
ADVERSE CHANGES. Since the date of filing
of the Company’s most recent SEC Document, no event that had or is reasonably likely to have a Material Adverse Effect has
occurred.


 


(f)
NO SUSPENSION OF TRADING IN OR DELISTING OF
COMMON STOCK. The trading of the Common Stock shall not have been suspended by the SEC, the Principal Market or FINRA, or
otherwise halted for any reason, and the Common Stock shall have been approved for listing or quotation on and shall not have
been delisted from the Principal Market. In the event of a suspension, delisting, or halting for any reason, of the trading of
the Common Stock, as contemplated by this Section 7.2(f), the Investor shall have the right to return to the Company any
remaining amount of Put Shares associated with such Put, and the Purchase Price with respect to such Put shall be reduced accordingly.


 


(g)
BENEFICIAL OWNERSHIP LIMITATION. The number
of Put Shares to be purchased by the Investor shall not exceed the number of such shares that, when aggregated with all other
shares of Common Stock then owned by the Investor beneficially or deemed beneficially owned by the Investor, would result in the
Investor owning more than the Beneficial Ownership Limitation (as defined below), as determined in accordance with Section 16
of the Exchange Act and the regulations promulgated thereunder. For purposes of this Section 7.2(g), in the event that
the amount of Common Stock outstanding, as determined in accordance with Section 16 of the Exchange Act and the regulations promulgated
thereunder, is greater on a Closing Date than on the date upon which the Put Notice associated with such Closing Date is given,
the amount of Common Stock outstanding on such Closing Date shall govern for purposes of determining whether the Investor, when
aggregating all purchases of Common Stock made pursuant to this Agreement, would own more than the Beneficial Ownership Limitation
following such Closing Date. The “Beneficial Ownership Limitation” shall be 9.99% of the number of shares of
the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable pursuant to a
Put Notice.


 


(h)
PRINCIPAL MARKET REGULATION. The issuance
of the Put Shares shall not exceed the Exchange Cap.


 




    	 	- 17 -	 



     


    

 





(i)
NO KNOWLEDGE. The Company shall have no
knowledge of any event more likely than not to have the effect of causing the Registration Statement to be suspended or otherwise
ineffective (which event is more likely than not to occur within the fifteen (15) Trading Days following the Trading Day on which
such Put Notice is deemed delivered). The Company shall have no knowledge of any untrue statement (or alleged untrue statement)
of a material fact or omission (or alleged omission) of a material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they were made, not misleading, in the Registration Statement, any
effective registration statement filed pursuant to the Registration Rights Agreement or any post-effective amendment or prospectus
which is a part of the foregoing, unless the Company has filed an amendment with the SEC or taken such other.


 


(j)
NO VIOLATION OF SHAREHOLDER APPROVAL REQUIREMENT.
The issuance of the Put Shares shall not violate the shareholder approval requirements of the Principal Market.


 


(k)
OFFICER’S CERTIFICATE. On the date
of delivery of each Put Notice, the Investor shall have received the Closing Certificate executed by an executive officer of the
Company and to the effect that all the conditions to such Closing shall have been satisfied as of the date of each such certificate.


 


(l)
DWAC ELIGIBLE. The Common Stock must be
DWAC Eligible and not subject to a “DTC chill.”


 


(m)
SEC DOCUMENTS. All reports, schedules,
registrations, forms, statements, information and other documents required to have been filed by the Company with the SEC pursuant
to the reporting requirements of the Exchange Act (other than Forms 8-K) shall have been filed with the SEC within the applicable
time periods prescribed for such filings under the Exchange Act.


 


(n)
TRANSFER AGENT INSTRUCTION LETTER. The
Transfer Agent Instruction Letter shall have been executed and delivered by the Company to the Transfer Agent and acknowledged
and agreed to in writing by the Transfer Agent, and the Company shall have no knowledge of any fact or circumstance that would
prevent the Transfer Agent from complying with the terms of the Transfer Agent Instruction Letter.


 


(o)
RESERVE. The Company shall have caused
the Transfer Agent to maintain the Share Reserve and have added any additional sufficient shares to the Share Reserve pursuant
to Section 6.1.


 


(p)
MINIMUM PRICING. The lowest traded price
of the Common Stock in the five (5) Trading Days immediately preceding the respective Put Date must exceed $0.0001 per share.


 


(q)
NO VIOLATION. No statute, regulation,
order, guidance, decree, writ, ruling or injunction shall have been enacted, entered, promulgated, threatened or endorsed by any
applicable federal, state, local or foreign court or governmental authority of competent jurisdiction, including, without limitation,
the SEC, which prohibits the consummation of or which would materially modify or delay any of the transactions contemplated by
the Transaction Documents.


 




    	 	- 18 -	 



     


    




 


Article
VIII

LEGENDS


 


Section
8.1 NO RESTRICTIVE STOCK LEGEND. No restrictive
stock legend shall be placed on the share certificates representing the Put Shares.


 


Section
8.2 INVESTOR’S COMPLIANCE. Nothing
in this Article VIII shall affect in any way the Investor’s obligations hereunder to comply with all applicable securities
laws upon the sale of the Common Stock.


 


Article
IX

NOTICES; INDEMNIFICATION


 


Section
9.1 NOTICES. All notices, demands, requests,
consents, approvals, and other communications required or permitted hereunder shall be in writing and, unless otherwise specified
herein, shall be (a) personally served, (b) deposited in the mail, registered or certified, return receipt requested, postage
prepaid, (c) delivered by reputable air courier service with charges prepaid, or (d) transmitted by hand delivery, telegram, or
e-mail as a PDF, addressed as set forth below or to such other address as such party shall have specified most recently by written
notice given in accordance herewith. Any notice or other communication required or permitted to be given hereunder shall be deemed
effective (i) upon hand delivery or delivery by e-mail at the address designated below (if delivered on a business day during
normal business hours where such notice is to be received), or the first business day following such delivery (if delivered other
than on a business day during normal business hours where such notice is to be received) or (ii) on the third business day following
the date of mailing by express courier service or on the fifth business day after deposited in the mail, in each case, fully prepaid,
addressed to such address, or upon actual receipt of such mailing, whichever shall first occur.


 


The
addresses for such communications shall be:


 


If
to the Company:


 


Propanc
Biopharma, Inc.


302,
6 Butler Street


Camberwell,
VIC, 3124 Australia


Email:
(at such email address separately provided to the Investor)


Attention:
James Nathanielsz, Chief Executive Officer


 


with
a copy to (that shall not constitute notice)


 


Foley
Shechter Ablovatskiy LLP


211
East 43rd Street, Seventh Floor


New
York, NY 10017


E-mail:
sablovatskiy@foleyshechter.com


Attention:
Sasha Ablovatskiy, Esq.





 




    	 	- 19 -	 



     


    

 


If
                                         to the Investor:


 


Oasis
Capital, LLC


208
Ponce de Leon Ave., Suite 1600


San
Juan, PR 00918


Email:
adam@oasis-cap.com


Attention:
Adam Long, Managing Partner

 


with
a copy to (that shall not constitute notice)


 


K&L
Gates LLP


200
S. Biscayne Blvd., Suite 3900


Miami,
FL 33131


E-mail:
john.owens@klgates.com


Attention:
John D. Owens, III, Esq.


 


Either
party hereto may from time to time change its address or e-mail for notices under this Section 9.1 by giving at least ten
(10) days’ prior written notice of such changed address to the other party hereto.


 


Section
9.2 INDEMNIFICATION. Each party hereto
(an “Indemnifying Party”) agrees to indemnify and hold harmless the other party along with its officers, directors,
employees, and authorized agents and representatives, and each Person or entity, if any, who controls such party within the meaning
of Section 15 of the Securities Act or Section 20 of the Exchange Act or the rules and regulations thereunder (an “Indemnified
Party”) from and against any and all Damages, joint or several, and any and all actions in respect thereof to which
the Indemnified Party becomes subject to, resulting from, arising out of or relating to (i) any misrepresentation, breach of warranty
or nonfulfillment of or failure to perform any covenant or agreement on the part of the Indemnifying Party contained in this Agreement,
(ii) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any registration
statement pursuant to the Registration Rights Agreement or any post-effective amendment thereof or supplement thereto, or the
omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein
not misleading, (iii) any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus
or contained in the final prospectus (as amended or supplemented, if the Company files any amendment thereof or supplement thereto
with the SEC) or the omission or alleged omission to state therein any material fact necessary to make the statements made therein,
in the light of the circumstances under which the statements therein were made, not misleading, or (iv) any violation or alleged
violation by the Company of the Securities Act, the Exchange Act, any state securities law or any rule or regulation under the
Securities Act, the Exchange Act or any state securities law, as such Damages are incurred, except to the extent such Damages
result primarily from the Indemnified Party’s failure to perform any covenant or agreement contained in this Agreement or
the Indemnified Party’s negligence, recklessness, fraud, willful misconduct or bad faith in performing its obligations under
this Agreement; provided, however, that the foregoing indemnity agreement shall not apply to any Damages of an Indemnified
Party to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or
omission or alleged omission made by an Indemnifying Party in reliance upon and in conformity with written information furnished
to the Indemnifying Party by the Indemnified Party expressly for use in the Registration Statement, any post-effective amendment
thereof or supplement thereto, or any preliminary prospectus or final prospectus (as amended or supplemented).


 




    	 	- 20 -	 



     


    

 


Section
9.3 METHOD OF ASSERTING INDEMNIFICATION CLAIMS.
All claims for indemnification by any Indemnified Party under Section 9.2 shall be asserted and resolved as follows:


 


(a)
In the event any claim or demand in respect of
which an Indemnified Party might seek indemnity under Section 9.2 is asserted against or sought to be collected from such
Indemnified Party by a Person other than a party hereto or an affiliate thereof (a “Third Party Claim”), the
Indemnified Party shall deliver a written notification, enclosing a copy of all papers served, if any, and specifying the nature
of and basis for such Third Party Claim and for the Indemnified Party’s claim for indemnification that is being asserted
under any provision of Section 9.2 against an Indemnifying Party, together with the amount or, if not then reasonably ascertainable,
the estimated amount, determined in good faith, of such Third Party Claim (a “Claim Notice”) with reasonable
promptness to the Indemnifying Party. If the Indemnified Party fails to provide the Claim Notice with reasonable promptness after
the Indemnified Party receives notice of such Third Party Claim, the Indemnifying Party shall not be obligated to indemnify the
Indemnified Party with respect to such Third Party Claim to the extent that the Indemnifying Party’s ability to defend has
been prejudiced by such failure of the Indemnified Party. The Indemnifying Party shall notify the Indemnified Party as soon as
practicable within the period ending thirty (30) calendar days following receipt by the Indemnifying Party of either a Claim Notice
or an Indemnity Notice (as defined below) (the “Dispute Period”) whether the Indemnifying Party disputes its
liability or the amount of its liability to the Indemnified Party under Section 9.2 and whether the Indemnifying Party
desires, at its sole cost and expense, to defend the Indemnified Party against such Third Party Claim.


 


(i)
If the Indemnifying Party notifies the Indemnified
Party within the Dispute Period that the Indemnifying Party desires to defend the Indemnified Party with respect to the Third
Party Claim pursuant to this Section 9.3(a), then the Indemnifying Party shall have the right to defend, with counsel reasonably
satisfactory to the Indemnified Party, at the sole cost and expense of the Indemnifying Party, such Third Party Claim by all appropriate
proceedings, which proceedings shall be vigorously and diligently prosecuted by the Indemnifying Party to a final conclusion or
will be settled at the discretion of the Indemnifying Party (but only with the consent of the Indemnified Party in the case of
any settlement that provides for any relief other than the payment of monetary damages or that provides for the payment of monetary
damages as to which the Indemnified Party shall not be indemnified in full pursuant to Section 9.2). The Indemnifying Party
shall have full control of such defense and proceedings, including any compromise or settlement thereof; provided, however,
that the Indemnified Party may, at the sole cost and expense of the Indemnified Party, at any time prior to the Indemnifying Party’s
delivery of the notice referred to in the first sentence of this clause ((i)), file any motion, answer or other pleadings or take
any other action that the Indemnified Party reasonably believes to be necessary or appropriate to protect its interests; and provided,
further, that if requested by the Indemnifying Party, the Indemnified Party will, at the sole cost and expense of the Indemnifying
Party, provide reasonable cooperation to the Indemnifying Party in contesting any Third Party Claim that the Indemnifying Party
elects to contest. The Indemnified Party may participate in, but not control, any defense or settlement of any Third Party Claim
controlled by the Indemnifying Party pursuant to this clause ((i)), and except as provided in the preceding sentence, the Indemnified
Party shall bear its own costs and expenses with respect to such participation. Notwithstanding the foregoing, the Indemnified
Party may take over the control of the defense or settlement of a Third Party Claim at any time if it irrevocably waives its right
to indemnity under Section 9.2 with respect to such Third Party Claim.


 




    	 	- 21 -	 



     


    

 


(ii)
If the Indemnifying Party fails to notify the
Indemnified Party within the Dispute Period that the Indemnifying Party desires to defend the Third Party Claim pursuant to this
Section 9.3(a), or if the Indemnifying Party gives such notice but fails to prosecute vigorously and diligently or settle
the Third Party Claim, or if the Indemnifying Party fails to give any notice whatsoever within the Dispute Period, then the Indemnified
Party shall have the right to defend, at the sole cost and expense of the Indemnifying Party, the Third Party Claim by all appropriate
proceedings, which proceedings shall be prosecuted by the Indemnified Party in a reasonable manner and in good faith or will be
settled at the discretion of the Indemnified Party(with the consent of the Indemnifying Party, which consent will not be unreasonably
withheld). The Indemnified Party will have full control of such defense and proceedings, including any compromise or settlement
thereof; provided, however, that if requested by the Indemnified Party, the Indemnifying Party will, at the sole
cost and expense of the Indemnifying Party, provide reasonable cooperation to the Indemnified Party and its counsel in contesting
any Third Party Claim which the Indemnified Party is contesting. Notwithstanding the foregoing provisions of this clause ((ii)),
if the Indemnifying Party has notified the Indemnified Party within the Dispute Period that the Indemnifying Party disputes its
liability or the amount of its liability hereunder to the Indemnified Party with respect to such Third Party Claim and if such
dispute is resolved in favor of the Indemnifying Party in the manner provided in clause ((iii)) below, the Indemnifying Party
will not be required to bear the costs and expenses of the Indemnified Party’s defense pursuant to this clause ((ii)) or
of the Indemnifying Party’s participation therein at the Indemnified Party’s request, and the Indemnified Party shall
reimburse the Indemnifying Party in full for all reasonable costs and expenses incurred by the Indemnifying Party in connection
with such litigation. The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the
Indemnified Party pursuant to this clause ((ii)), and the Indemnifying Party shall bear its own costs and expenses with respect
to such participation.


 


(iii)
If the Indemnifying Party notifies the Indemnified
Party that it does not dispute its liability or the amount of its liability to the Indemnified Party with respect to the Third
Party Claim under Section 9.2 or fails to notify the Indemnified Party within the Dispute Period whether the Indemnifying
Party disputes its liability or the amount of its liability to the Indemnified Party with respect to such Third Party Claim, the
amount of Damages specified in the Claim Notice shall be conclusively deemed a liability of the Indemnifying Party under Section
9.2 and the Indemnifying Party shall pay the amount of such Damages to the Indemnified Party on demand. If the Indemnifying
Party has timely disputed its liability or the amount of its liability with respect to such Third Party Claim, the Indemnifying
Party and the Indemnified Party shall proceed in good faith to negotiate a resolution of such dispute; provided, however,
that if the dispute is not resolved within thirty (30) days after the Claim Notice, the Indemnifying Party shall be entitled to
institute such legal action as it deems appropriate.


 


(b)
In the event any Indemnified Party should have
a claim under Section 9.2 against the Indemnifying Party that does not involve a Third Party Claim, the Indemnified Party
shall deliver a written notification of a claim for indemnity under Section 9.2 specifying the nature of and basis for
such claim, together with the amount or, if not then reasonably ascertainable, the estimated amount, determined in good faith,
of such claim (an “Indemnity Notice”) with reasonable promptness to the Indemnifying Party. The failure by
any Indemnified Party to give the Indemnity Notice shall not impair such party’s rights hereunder except to the extent that
the Indemnifying Party demonstrates that it has been irreparably prejudiced thereby. If the Indemnifying Party notifies the Indemnified
Party that it does not dispute the claim or the amount of the claim described in such Indemnity Notice or fails to notify the
Indemnified Party within the Dispute Period whether the Indemnifying Party disputes the claim or the amount of the claim described
in such Indemnity Notice, the amount of Damages specified in the Indemnity Notice will be conclusively deemed a liability of the
Indemnifying Party under Section 9.2 and the Indemnifying Party shall pay the amount of such Damages to the Indemnified
Party on demand. If the Indemnifying Party has timely disputed its liability or the amount of its liability with respect to such
claim, the Indemnifying Party and the Indemnified Party shall proceed in good faith to negotiate a resolution of such dispute;
provided, however, that if the dispute is not resolved within thirty (30) days after the Claim Notice, the Indemnifying Party
shall be entitled to institute such legal action as it deems appropriate.


 




    	 	- 22 -	 



     


    

 


(c)
The Indemnifying Party agrees to pay the Indemnified
Party, promptly as such expenses are incurred and are due and payable, for any reasonable legal fees or other reasonable expenses
incurred by them in connection with investigating or defending any such claim.


 


(d)
The indemnity provisions contained herein shall
be in addition to (i) any cause of action or similar rights of the Indemnified Party against the Indemnifying Party or others,
and (ii) any liabilities the Indemnifying Party may be subject to.


 


Article
X

MISCELLANEOUS


 


Section
10.1 GOVERNING LAW. This Agreement shall
be governed by and interpreted in accordance with the laws of the State of Kansas without regard to the principles of conflicts
of law (whether of the State of Kansas or any other jurisdiction).


 


Section
10.2 ARBITRATION. Any disputes, claims,
or controversies arising out of or relating to the Transaction Documents, or the transactions, contemplated thereby, or the breach,
termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this
Agreement to arbitrate, shall be referred to and resolved solely and exclusively by binding arbitration to be conducted before
the Judicial Arbitration and Mediation Service (“JAMS” ), or its successor pursuant the expedited procedures
set forth in the JAMS Comprehensive Arbitration Rules and Procedures (the “Rules” ), including Rules 16.1 and
16.2 of those Rules. The arbitration shall be held in New York, New York, before a tribunal consisting of one (1) arbitrator who
will be selected in accordance with the “strike and rank” methodology set forth in Rule 15. Either party to this Agreement
may, without waiving any remedy under this Agreement, seek from any federal or state court sitting in the City of New York, NY
any interim or provisional relief that is necessary to protect the rights or property of that party, pending the establishment
of the arbitral tribunal. The costs and expenses of such arbitration shall be paid by and be the sole responsibility of the Company,
including but not limited to the Investor’s attorneys’ fees and each arbitrator’s fees. The arbitrators’
decision must set forth a reasoned basis for any award of damages or finding of liability. The arbitrators’ decision and
award will be made and delivered as soon as reasonably possibly and in any case within sixty (60) days’ following the conclusion
of the arbitration hearing and shall be final and binding on the parties and may be entered by any court having jurisdiction thereof.


 


Section
10.3 JURY TRIAL WAIVER. THE COMPANY
AND THE INVESTOR HEREBY WAIVE A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY EITHER OF THE PARTIES HERETO
AGAINST THE OTHER IN RESPECT OF ANY MATTER ARISING OUT OF OR IN CONNECTION WITH THE TRANSACTION DOCUMENTS.


 


Section
10.4 ASSIGNMENT. This Agreement shall
be binding upon and inure to the benefit of the Company and the Investor and their respective successors. Neither this Agreement
nor any rights of the Investor or the Company hereunder may be assigned by either party to any other Person.


 




    	 	- 23 -	 



     


    




 


Section
10.5 NO THIRD PARTY BENEFICIARIES. This
Agreement is intended for the benefit of the Company and the Investor and their respective successors, and is not for the benefit
of, nor may any provision hereof be enforced by, any other Person, except as set forth in Article IX.


 


Section
10.6 TERMINATION. The Company may terminate
this Agreement at any time by written notice to the Investor, except while the Investor holds any of the Put Shares. In addition,
this Agreement shall automatically terminate on the earlier of (i) the end of the Commitment Period; (ii) the date that the Company
sells and the Investor purchases the Maximum Commitment Amount; or (iii) the date in which the Registration Statement is no longer
effective, or (iv) the date that, pursuant to or within the meaning of any Bankruptcy Law, the Company commences a voluntary case
or any Person commences a proceeding against the Company, a Custodian is appointed for the Company or for all or substantially
all of its property or the Company makes a general assignment for the benefit of its creditors; provided, however,
that the provisions of Articles III, IV, V, VI, IX and the agreements and covenants of the
Company and the Investor set forth in Article X shall survive the termination of this Agreement for the maximum length
of time allowed under applicable law.


 


Section
10.7 ENTIRE AGREEMENT. The Transaction
Documents, together with the exhibits and schedules thereto, contain the entire understanding of the Company and the Investor
with respect to the matters covered herein and therein and supersede all prior agreements and understandings, oral or written,
with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules.


 


Section
10.8 FEES AND EXPENSES. Except as expressly
set forth in the Transaction Documents or any other writing to the contrary, each party shall pay the fees and expenses of its
advisers, counsel, accountants and other experts, if any, and all other expenses incurred by such party incident to the negotiation,
preparation, execution, delivery and performance of the Transaction Documents. The Company shall pay all Transfer Agent fees (including,
without limitation, any fees required for same-day processing of any instruction letter delivered by the Company), stamp taxes
and other United States taxes and duties levied in connection with the delivery of any Put Shares to the Investor.


 


Section
10.9 COUNTERPARTS. This Agreement may
be executed in multiple counterparts, each of which may be executed by less than all of the parties and shall be deemed to be
an original instrument which shall be enforceable against the parties actually executing such counterparts and all of which together
shall constitute one and the same instrument. This Agreement may be delivered to the other parties hereto by e-mail of a copy
of this Agreement bearing the signature of the parties so delivering this Agreement.


 


Section
10.10 SEVERABILITY. In the event that
any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void,
this Agreement shall continue in full force and effect without said provision; provided that such severability shall be ineffective
if it materially changes the economic benefit of this Agreement to any party.


 


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


 




    	 	- 24 -	 



     


    

 


Section
10.12 NO STRICT CONSTRUCTION. The language
used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of
strict construction will be applied against any party.


 


Section
10.13 EQUITABLE RELIEF. The Company acknowledges
that a breach by it of its obligations hereunder will cause irreparable harm to the Investor by vitiating the intent and purpose
of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations
under this Agreement will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions
of this Agreement, that the Investor shall be entitled, in addition to all other available remedies at law or in equity, and in
addition to the penalties assessable herein, to an injunction or injunctions restraining, preventing or curing any breach of this
Agreement and to enforce specifically the terms and provisions hereof, without the necessity of showing economic loss and without
any bond or other security being required.


 


Section
10.14 TITLE AND SUBTITLES. The titles
and subtitles used in this Agreement are used for the convenience of reference and are not to be considered in construing or interpreting
this Agreement.


 


Section
10.15 AMENDMENTS; WAIVERS. No provision
of this Agreement may be amended or waived by the parties from and after the date that is one (1) Trading Day immediately preceding
the initial filing of the Registration Statement with the SEC. Subject to the immediately preceding sentence, (i) no provision
of this Agreement may be amended other than by a written instrument signed by both parties hereto and (ii) no provision of this
Agreement may be waived other than in a written instrument signed by the party against whom enforcement of such waiver is sought.
No failure or delay in the exercise of any power, right or privilege hereunder shall operate as a waiver thereof, nor shall any
single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other right,
power or privilege.


 


Section
10.16 PUBLICITY. The Company and the Investor
shall consult with each other in issuing any press releases or otherwise making public statements with respect to the transactions
contemplated hereby and no party shall issue any such press release or otherwise make any such public statement, other than as
required by law, without the prior written consent of the other parties, which consent shall not be unreasonably withheld, conditioned
or delayed, except that no prior consent shall be required if such disclosure is required by law, in which such case the disclosing
party shall provide the other party with prior notice of such public statement. Notwithstanding the foregoing, the Company shall
not publicly disclose the name of the Investor without the prior written consent of the Investor, except to the extent required
by law. The Investor acknowledges that this Agreement and all or part of the Transaction Documents may be deemed to be “material
contracts,” as that term is defined by Item 601(b)(10) of Regulation S-K, and that the Company may therefore be required
to file such documents as exhibits to reports or registration statements filed under the Securities Act or the Exchange Act. The
Investor further agrees that the status of such documents and materials as material contracts shall be determined solely by the
Company, in consultation with its counsel.


 


**
Signature Page Follows **


 




    	 	- 25 -	 



     


    

 


IN
WITNESS WHEREOF, the parties have caused this Agreement to be duly executed by their respective officers thereunto duly authorized
as of the Execution Date.


 


	 	PROPANC
    BIOPHARMA, INC.
	 	 	 
	 	By:	/s/
    James Nathanielsz
	 	Name:	James
    Nathanielsz
	 	Title:	Chief
    Executive Officer
	 	 	 
	 	OASIS
    CAPITAL, LLC
	 	 	 
	 	By:	/s/
    Adam R. Long
	 	Name:	Adam
    R. Long
	 	Title:	Managing
    Partner


 


**
Signature Page to equity purchase agreement **


 




    	 	 	 



     


    

 


EXHIBIT
A


 


FORM
OF PUT NOTICE


 


TO:
OASIS CAPITAL, LLC


 


DATE:                                        


 


We
refer to the Equity Purchase Agreement, dated February 25, 2019 (the “Agreement”), entered into by and between
Propanc Biopharma, Inc. and you. Capitalized terms defined in the Agreement shall, unless otherwise defined herein, have the same
meaning when used herein.


 


We
hereby:


 


1)
Give you notice that we require you to purchase                                        
Put Shares; and


 


2)
The purchase price per share, pursuant to the terms of the Agreement, is                                        
; and


 


3)
Certify that, as of the date hereof, the conditions set forth in Section 7.2 of the Agreement are satisfied.


 


	 	PROPANC
    BIOPHARMA, INC.
	 	 	 
	 	By:
    	 
	 	Name:
    	James
    Nathanielsz
	 	Title:
    	Chief
    Executive Officer


 




    	 	 	 



     


    

 


EXHIBIT
B


 


FORM
OF OFFICER’S CERTIFICATE





OF
PROPANC BIOPHARMA, INC.


 


Pursuant
to Section 7.2(k) of that certain Equity Purchase Agreement, dated February 25, 2019 (the “Agreement”),
by and between Propanc Biopharma, Inc. (the “Company”) and Oasis Capital, LLC (the “Investor”),
the undersigned, in his capacity as the Chief Executive Officer of the Company, and not in his individual capacity, hereby certifies,
as of the date hereof (such date, the “Condition Satisfaction Date”), the following:


 


1.
The representations and warranties of the Company contained in the Agreement are true and correct in all material respects as
of the Condition Satisfaction Date as though made on the Condition Satisfaction Date (except for representations and warranties
specifically made as of a particular date) with respect to all periods, and as to all events and circumstances occurring or existing
to and including the Condition Satisfaction Date, except for any conditions which have temporarily caused any representations
or warranties of the Company set forth in the Agreement to be incorrect and which have been corrected with no continuing impairment
to the Company or the Investor; and


 


2.
All of the conditions precedent to the obligation of the Investor to purchase Put Shares set forth in the Agreement, including
but not limited to Section 7.2 of the Agreement, have been satisfied as of the Condition Satisfaction Date.


 


Capitalized
terms used herein shall have the meanings set forth in the Agreement unless otherwise defined herein.


 


IN
WITNESS WHEREOF, the undersigned has hereunto affixed his hand as of the [__]th day of _____________, 2019.


 


	 	By:	 
	 	Name:	James
    Nathanielsz
	 	Title:	Chief
    Executive Officer


 




    	 	 	 



     


    

 


EXHIBIT
C


 


FORM
OF TRANSFER AGENT


INSTRUCTION
LETTER


 


[not
material]



 




    	 	 	 



     


    

 


EXHIBIT
D


 


REGISTRATION
RIGHTS AGREEMENT


 


[See
Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed with the SEC on February 25, 2019]