Exhibit 10.1


 


ADDITIONAL ISSUANCE AGREEMENT


 


This Additional Issuance
Agreement (this “Agreement”), dated as of September 13, 2016, is made pursuant to that certain Securities Purchase
Agreement, dated as of October 28, 2015, as amended on March 11, 2016 by addendum and by letter agreement on July 1, 2016, and
by letter agreement on August 3, 2016 (the “Purchase Agreement”), by and between Propanc Health Group Corporation,
a Delaware corporation (the “Company”), and Delafield Investments Limited for the purchase of the Company’s
5% Original Issue Discount Senior Secured Convertible Debenture due February 28, 2017 (the “Debenture”) and
the Common Stock purchase warrants issued and outstanding in connection therewith (collectively, the “Warrants”).
Capitalized terms used and not otherwise defined herein that are defined in the Purchase Agreement shall have the meanings given
such terms in the Purchase Agreement.


 


For good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:


 


1.             Issuance
of New Debenture. The Company hereby agrees to issue against payment to the Purchaser a 5% Original Issue Discount Senior Secured
Debenture of the Company in the principal amount of $165,000, which debenture shall be in the form of Exhibit A attached
hereto (the “New Debenture”). The total purchase price to the Purchaser for the purchase of the New Debenture
is $150,000 (the “New Subscription Amount”) representing an original issue discount of 10%. The Company shall
promptly deliver to the Purchaser the New Debenture. The Company hereby acknowledges its receipt of the New Subscription Amount
from the Purchaser on the date hereof.


 


2.             Documents.
The rights and obligations of the Purchaser and of the Company with respect to the New Debenture and the shares of Common Stock
issuable under the New Debenture (the “New Underlying Shares”) shall be identical in all respects to the rights
and obligations of the Purchaser and of the Company with respect to the Debenture, the Warrants and the Underlying Shares issued
and issuable pursuant to the Purchase Agreement, except that the Purchaser will not receive any registration rights with respect
to the New Underlying Shares and except as otherwise noted. Any rights of the Purchaser or covenants of the Company which are dependent
on the Purchaser holding securities of the Company or which are determined in magnitude by the Purchaser’s purchase of securities
pursuant to the Purchase Agreement shall be deemed to include any securities purchased or issuable hereunder. The Purchase Agreement
is hereby amended so that the term “Debentures” includes the New Debenture issued hereunder and “Underlying Shares”
includes the New Underlying Shares (except as such terms relate to the registration of the New Underlying Shares). The Security
Agreement is hereby amended so that the term “Debentures” includes the New Debenture.


 


3.             Waivers.


 


(a)           The
Purchaser hereby waives compliance by the Company with the obligations imposed by Section 4.12 of the Purchase Agreement regarding
the Purchaser’s right to participate in the purchase of the New Debenture. This Waiver shall not affect the rights set forth
in Section 4.12 with respect to future financings.


 






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(b)           The
Purchaser acknowledges that the issuance of the New Debenture will not constitute a transaction which results in an adjustment
of the respective conversion or exercise prices of the Debentures or Warrants.


 


4.             Representations
and Warranties of the Company. The Company hereby makes to the Purchaser the following representations and warranties:


 


(a)          Authorization;
Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated
by this Agreement and otherwise to carry out its obligations hereunder. The execution and delivery of this Agreement and the New
Debenture by the Company and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized
by all necessary action on the part of the Company and no further action is required by the Company, the Board of Directors or
the Company’s stockholders in connection herewith or therewith other than in connection with the Required Approvals. This
Agreement and the New Debenture has been (or upon delivery will have been) duly executed by the Company and, when delivered in
accordance with the terms hereof and thereof, will constitute the valid and binding obligation of the Company enforceable against
the Company in accordance with its terms, except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency,
reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii)
as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii)
insofar as indemnification and contribution provisions may be limited by applicable law.


 


(b)          No
Conflicts. The execution, delivery and performance of this Agreement by the Company, the issuance and sale of the New Debenture
and the consummation by the Company of the transactions contemplated hereby do not and will not: (i) conflict with or violate any
provision of the Company’s or any Subsidiary’s certificate or articles of incorporation, bylaws or other organizational
or charter documents, (ii) conflict with, or constitute a default (or an event that with notice or lapse of time or both would
become a 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 (with or without notice, lapse of time or
both) of, any agreement, credit facility, debt or other instrument (evidencing a Company or Subsidiary debt or otherwise) or other
understanding to which the Company or any Subsidiary is a party or by which any property or asset of the Company or any Subsidiary
is bound or affected, or (iii) subject to the Required Approvals, conflict with or result in a violation of any law, rule, regulation,
order, judgment, injunction, decree or other restriction of any court or governmental authority to which the Company or a Subsidiary
is subject (including federal and state securities laws and regulations), or by which any property or asset of the Company or a
Subsidiary is bound or affected; except in the case of each of clauses (ii) and (iii), such as could not have or reasonably be
expected to result in a Material Adverse Effect.


 






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(c)          Issuance
of the New Debenture. The New Debenture is duly authorized and, upon the execution of this Agreement by the Purchaser, will
be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions
on transfer provided for in the Transaction Documents. The New Underlying Shares, when issued in accordance with the terms of the
New Debenture, will be validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company. The Company
has reserved from its duly authorized capital stock a number of shares of Common Stock for issuance of the New Underlying Shares
at least equal to the Required Minimum on the date hereof.


 


(d)          Affirmation
of Prior Representations and Warranties. Except as set forth on Schedule 4(d) hereto, the Company hereby represents
and warrants to the Purchaser that the Company’s representations and warranties set forth in Annex A to the Letter
Agreement dated August 3, 2016 between the parties are true and correct as of the date hereof.


 


5.             Representations
and Warranties of the New Purchaser. The Purchaser hereby represents and warrants as of the date hereof to the Company as follows:


 


(a)          Authority.
The execution, delivery and performance by the Purchaser of the transactions contemplated by this Agreement have been duly authorized
by all necessary corporate or similar action on the part of the Purchaser. This Agreement has been duly executed by the Purchaser
and, when delivered by the Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation
of the Purchaser, enforceable against it in accordance with its terms, except (i) as limited by general equitable principles and
applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’
rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable
remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.


 


(b)          Own
Account. The Purchaser (i) understands that the New Debentures are “restricted securities” and have not been registered
under the Securities Act or any applicable state securities law, (ii) is acquiring the New Debenture as principal for its own account
and not with a view to or for distributing or reselling such New Debenture or any part thereof in violation of the Securities Act
or any applicable state securities law, (iii) has no present intention of distributing any of such Securities in violation of the
Securities Act or any applicable state securities law and (iv) has no arrangement or understanding with any other persons regarding
the distribution of such New Debenture (this representation and warranty not limiting the Purchaser’s right to sell the New
Underlying Shares in compliance with applicable federal and state securities laws) in violation of the Securities Act or any applicable
state securities law. The Purchaser is acquiring the New Debenture hereunder in the ordinary course of its business. The Purchaser
does not have any agreement or understanding, directly or indirectly, with any Person to distribute any of the New Debenture or
New Underlying Shares.


 






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(c)          Purchaser
Status. At the time the Purchaser was offered the New Debenture, it was, and as of the date hereof it is, and on each date
on which it exercises any Warrants or converts any Debentures it will be an “accredited investor” as defined in Rule
501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Securities Act.


 


(d)          General
Solicitation. The Purchaser is not purchasing the New Debenture as a result of any advertisement, article, notice or other
communication regarding the New Debenture published in any newspaper, magazine or similar media or broadcast over television or
radio or presented at any seminar or any other general solicitation or general advertisement.


 


(e)          Affirmation
of Prior Representations and Warranties. The Purchaser hereby represents and warrants to the Company that its representations
and warranties listed in Section 3.2 of the Purchase Agreement are true and correct as of the date hereof.


 


6.             Public
Disclosure. The Company shall, within one (1) business day of the execution of this Agreement by both the Company and the Purchaser,
issue a Current Report on Form 8-K disclosing the material terms of the transactions contemplated hereby and attaching this Agreement
as an exhibit thereto. The Company shall consult with the Purchaser in issuing any other press releases with respect to the transactions
contemplated hereby.


 


7.             Effect
on Transaction Documents. Except as expressly set forth above, all of the terms and conditions of the Transaction Documents
shall continue in full force and effect after the execution of this Agreement and shall not be in any way changed, modified or
superseded by the terms set forth herein, including, but not limited to, any other obligations the Company may have to the Purchaser
under the Transaction Documents as modified by this Agreement. Notwithstanding the foregoing, this Agreement shall be deemed for
all purposes as an amendment to any Transaction Document as required to serve the purposes hereof, and in the event of any conflict
between the terms and provisions of the Debentures or any other Transaction Document, on the one hand, and the terms and provisions
of this Agreement, on the other hand, the terms and provisions of this Agreement shall prevail.


 


8.             Expenses.
The Company agrees to pay to the Purchaser upon demand any and all reasonable out-of-pocket costs or expenses (including, without
limitation, reasonable legal fees and disbursements) incurred or sustained by the Purchaser, in connection with the preparation
of this Agreement and related matters.


 






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9.             Amendments
and Waivers. The provisions of this Agreement, including the provisions of this sentence, may not be amended, modified or supplemented,
and waivers or consents to departures from the provisions hereof may not be given, unless the same shall be in writing and signed
by the Company and the Purchaser.


 


10.           Notices.
Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be delivered as
set forth in the Purchase Agreement.


 


11.           Successors
and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of each
of the parties. The Company may not assign (except by merger) its rights or obligations hereunder without the prior written consent
of the Purchaser of the then-outstanding Securities. The Purchaser may assign its rights hereunder in the manner and to the Persons
as permitted under the Purchase Agreement.


 


12.           Execution
and Counterparts. This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered
one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other
party, it being understood that both parties need not sign the same counterpart. In the event that any signature is delivered by
facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and
binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if
such facsimile or “.pdf” signature page were an original thereof.


 


13.           Governing
Law. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be determined
in accordance with the provisions of the Purchase Agreement.


 


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


 


15.           Headings.
The headings in this Agreement are for convenience only, do not constitute a part of the Agreement and shall not be deemed to limit
or affect any of the provisions hereof.


 






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[SIGNATURE PAGE FOLLOWS]


 




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Executed as of the first date written above
by the undersigned duly authorized representatives of the Company and the Purchaser:


 


PROPANC HEALTH GROUP CORPORATION


 


	By:	/s/ James Nathanielsz	 
	 	Name:	James Nathanielsz	 
	 	Title:	President and Chief Executive Officer	 


 


DELAFIELD INVESTMENTS LIMITED


 


	Signature of Authorized Signatory:	/s/ James Keyes	 
	 	 	 
	Name of Authorized Signatory:	James Keyes	 
	 	 	 
	Title of Authorized Signatory:	Director	 
	 	 	 
	Signature of Authorized Signatory:	/s/ Joshua Sason	 
	 		 
	Name of Authorized Signatory:	Joshua Sason	 
	 	 	 
	Title of Authorized Signatory:	Director	 
	 	 	 
	Amount of Debenture:  $	 	 
	Warrants:	 	 


 






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