NEITHER
THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE
COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO,
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A
LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.
THESE SECURITIES AND THE SECURITIES ISSUABLE UPON CONVERSION OF THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE
MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.


 


Date
of Issuance: March 31, 2014


 


$157500


 


CONVERTIBLE
DEBENTURE


DUE
MARCH 31, 2015


 


THIS
DEBENTURE is a duly authorized and issued Convertible Debenture of Kibush Capital Corp., a Nevada corporation, having a principal
place of business at c-10 Union Avenue, Lynbrook, NY 11563 (the “Company”), due March 31, 2015 (this “Debenture”).


 


FOR
VALUE RECEIVED, the Company promises to pay to Warren Sheppard, or his registered assigns (the “Holder”), the principal
sum of _One Hundred Fifty Seven Thousand Five Hundred Dollars ($157500), on March 31, 2015 or such earlier date as this Debenture
is required or permitted to be repaid as provided hereunder (the “Maturity Date”), and to pay interest to the Holder
in an amount equal to twelve and one-half percent (12.5%) of the principal per annum, payable on the Maturity Date, unless this
Debenture, or a portion thereof, is converted to shares of Common Stock in accordance with the terms and conditions herein.


 


THE
COMPANY MAY PREPAY ANY PORTION OF THE PRINCIPAL AMOUNT OF THIS DEBENTURE, ALONG WITH ANY ACCRUED INTEREST OF THIS DEBENTURE, AT
ANY TIME, WITHOUT INCURRING ANY PENALTY.


 




    	1



    	 



    

 


This
Debenture is subject to the following additional provisions:


 


Section
1. DENOMINATIONS. This Debenture is exchangeable for an equal aggregate principal amount of Debentures of different authorized
denominations, as requested by the Holder surrendering the same. No service charge will be made for such registration of transfer
or exchange. However, the Holder shall be responsible for any and all reasonable legal fees incurred in furtherance of the above.


 


Section
2. TRANSFER. This Debenture may be transferred or exchanged only in compliance with applicable federal and state securities laws
and regulations. Prior to due presentment to the Company for transfer of this Debenture, the Company and any agent of the Company
may treat the Person in whose name this Debenture is duly registered with the Company as the owner hereof for the purpose of receiving
payment, as herein provided and for all other purposes, whether or not this Debenture is overdue, and neither the Company nor
any such agent shall be affected by notice to the contrary. The transferring Holder shall be responsible for all reasonable costs
associated with effectuating such transfer. The transferring Holder hereby indemnifies the Company from any claims arising from
the transfer or attempted transfer of this Debenture.


 


Section
3. EVENTS OF DEFAULT.


 


“Event
of Default,” wherever used herein, means any one of the following events (whatever the reason and whether it shall be voluntary
or involuntary or effected by operation of law or pursuant to any judgment, decree or order of any court, or any order, rule or
regulation of any administrative or governmental body):


 


(i)
any default in the payment of the principal and interest, free of any claim of subordination, as and when the same shall become
due and payable on the Maturity Date;


 


(ii)
the Company shall commence, or there shall be commenced against it, a case under any applicable bankruptcy or insolvency laws
as now or hereafter in effect or any successor thereto, or the Company commences any other proceeding under any reorganization,
arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or similar law of any jurisdiction
whether now or hereafter in effect relating to the Company or any subsidiary thereof or there is commenced against the Company
or any subsidiary thereof any such bankruptcy, insolvency or other proceeding; or the Company or any subsidiary thereof is adjudicated
insolvent or bankrupt; or any order of relief or other order approving any such case or proceeding is entered; or the Company
or any subsidiary thereof suffers any appointment of any custodian or the like for it or any substantial part of its property
which continues undischarged or unstayed for a period of five (5) Business Days; or the Company makes a general assignment for
the benefit of creditors; or the Company shall fail to pay, or shall state that it is unable to pay, or shall be unable to pay,
its debts generally as they become due; or the Company shall call a meeting of its creditors with a view to arranging a composition,
adjustment or restructuring of any debt or the Company shall by any act or failure to act expressly indicate its consent to, approval
of or acquiescence in any of the foregoing or any corporate or other action is taken by the Company for the purpose of effecting
any of the foregoing or adverse to this Debenture; or


 




    	2



    	 



    

 


If
any Event of Default occurs and is continuing, the full principal amount of this Debenture, together with the interest, shall
become immediately due and payable in cash, except the Holder may elect any part thereof to be paid in shares of Common Stock
as part of any conversion hereunder in which case such shares of Common Stock shall be due.


 


The
Holder need not provide and the Company hereby waives any presentment, demand, protest or other notice of any kind, and the Holder
may, after expiration of the applicable grace period, enforce any and all of its rights and remedies hereunder and all other remedies
available to it under applicable law.


 


Section
4. CONVERSION.


 


(a)
(i) At any time, until this Debenture is no longer outstanding, this Debenture, including interest and principal, shall be convertible
into shares of Common Stock at a price of Fifty Percent (50%) of the average closing bid price, determined on the then current
trading market for the Common Stock, for the ten Business Days prior to the Conversion Date, (the “Set Price”), at
the option of the Holder, in whole or in part, at any time and from time to time. The Holder shall effect conversions by delivering
to the Company a Notice of Conversion, the form of which is attached hereto as Annex A (a “Notice of Conversion”),
specifying the date on which such conversion is to be effected (a “Conversion Date”). If no Conversion Date is specified
in a Notice of Conversion, the Conversion Date shall be five Business Days following the date that such Notice of Conversion is
provided hereunder. To effect conversions hereunder, the Holder shall be required to physically surrender this Debenture to the
Company or a notarized affidavit of lost debenture regarding this Debenture. The Company shall deliver any objection to any Notice
of Conversion within two Business Days of receipt of such Notice of Conversion. In the event of any dispute or discrepancy, the
records of the Company shall be controlling and determinative in the absence of manifest error. If the Company does not issue
the shares of Common Stock underlying this Debenture after receipt of a Notice of Conversion within five (5) Business days following
the period allowed for any objection, the Company shall be responsible for any differential in the value of the converted shares
of Common Stock underlying this Debenture between the value of the closing price on the date which is ten Business Days after
the Conversion Date and the date the shares of Common Stock are delivered. The Holder and any assignee, by acceptance of this
Debenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this
Debenture, the unpaid and unconverted principal amount of this Debenture may be less than the amount stated on the face hereof.


 




    	3



    	 



    

 


(ii)
If the Company, at any time while this Debenture is outstanding: (A) shall pay a Common Stock dividend or otherwise make a distribution
or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common
Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company pursuant to this Debenture,
including as interest thereon), (B) subdivide outstanding shares of Common Stock into a larger number of shares, (C) combine (including
by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (D) issue by reclassification
of shares of the Common Stock any shares of Common Stock, then the Set Price shall be multiplied by a fraction of which the numerator
shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding before such event and of which the
denominator shall be the number of shares of Common Stock outstanding after such event. Any adjustment made pursuant to this Section
shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend
or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.


 


(iii)
Whenever the Set Price is adjusted pursuant to this Section, the Company shall promptly mail to each Holder a notice setting forth
the Set Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment.


 


(iv)
If (A) the Company shall declare a dividend (or any other distribution) on the Common Stock; (B) the Company shall declare a special
nonrecurring cash dividend on or a redemption of the Common Stock; (C) the Company shall authorize the granting to all holders
of the Common Stock rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights;
(D) the approval of any stockholders of the Company shall be required in connection with any reclassification of the Common Stock,
any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all of the assets of
the Company, of any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property; (E)
the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company;
then, in each case, the Company shall mail to the Holders, at their last addresses as they shall appear upon the stock books of
the Company, at least 20 calendar days prior to the applicable record or effective date, a notice stating (x) the date on which
a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not
to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption,
rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer
or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common
Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable
upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided, that the failure to mail such notice
or any defect therein or in the mailing thereof shall not affect the validity of the corporate action required to be specified
in such notice. Holders are entitled to convert Debentures during the 20-day period commencing the date of such notice to the
effective date of the event triggering such notice.


 




    	4



    	 



    

 


(v)
If, at any time while this Debenture is outstanding, (A) the Company effects any merger or consolidation of the Company with or
into another Person, (B) the Company effects any sale of all or substantially all of its assets in one or a series of related
transactions, (C) any tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which
holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (D) the Company
effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively
converted into or exchanged for other securities, cash or property (in any such case, a “Fundamental Transaction”),
then upon any subsequent conversion of this Debenture, the Holder shall have the right to receive the same kind and amount of
securities, cash or property as it would have been entitled to receive upon the occurrence of such Fundamental Transaction if
it had been, immediately prior to such Fundamental Transaction, the holder of Common Stock (the “Alternate Consideration”),
unless the Company received no Alternate Consideration in such Fundamental Transaction (ie. an exchange offer open only to shareholders
of the Company). For purposes of any such conversion, the determination of the Set Price shall be appropriately adjusted to apply
to such Alternate Consideration based on the amount of Alternate Consideration issuable in such Fundamental Transaction, and the
Company shall apportion the Set Price among the Alternate Consideration in a reasonable manner reflecting the relative value of
any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities,
cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate
Consideration it receives upon any conversion of this Debenture following such Fundamental Transaction. The terms of any agreement
pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to
comply with the provisions of this paragraph and insuring that this Debenture will be similarly adjusted upon any subsequent transaction
analogous to a Fundamental Transaction.


 


(b)
The Company covenants that it will reserve and keep available, out of its authorized and unissued shares of Common Stock, solely
for the purpose of issuance upon conversion of this Debenture, a sufficient number of shares of Common Stock required to be issued
upon a conversion of this Debenture.


 


(c)
Any and all notices or other communications or deliveries to be provided by the Holders hereunder, including, without limitation,
any Notice of Conversion, shall be in writing and delivered personally, by facsimile, sent by a nationally recognized overnight
courier service, addressed to the Company, at the address set forth or such other address or facsimile number as the Company may
specify for such purposes, by notice to the Holders delivered in accordance with this Section. Any and all notices or other communications
or deliveries to be provided by the Company hereunder shall be in writing and delivered personally, by facsimile, sent by a nationally
recognized overnight courier service addressed to each Holder at the facsimile telephone number or address of such Holder appearing
on the books of the Company, or if no such facsimile telephone number or address appears, at the principal place of business of
the Holder. Any notice or other communication or deliveries hereunder shall be deemed given and effective on the earliest of (i)
the date of transmission, if such notice or communication is delivered via facsimile at the facsimile telephone number specified
in this Section prior to 5:30 p.m. (New York City time), (ii) the date after the date of transmission, if such notice or communication
is delivered via facsimile at the facsimile telephone number specified in this Section later than 5:30 p.m. (New York City time)
on any date and earlier than 11:59 p.m. (New York City time) on such date, (iii) the second Business Day following the date of
mailing, if sent by nationally recognized overnight courier service, or (iv) upon actual receipt by the party to whom such notice
is required to be given.


 




    	5



    	 



    

 


Section
5. DEFINITIONS. For the purposes hereof, in addition to the terms defined elsewhere in this Debenture, the following terms shall
have the following meanings:


 


“Business
Day” means any day except Saturday, Sunday and any day which shall be a federal legal holiday in the United States or a
day on which banking institutions in the State of New York are authorized or required by law or other government action to close.


 


“Common
Stock” means the common stock of the Company, par value $.001 per share, and stock of any other class into which such shares
may hereafter have been reclassified or changed.


 


“Person”
means a corporation, an association, a partnership, organization, a business, an individual, a government or political subdivision
thereof or a governmental agency.


 


“Securities
Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.


 


“Set
Price” shall have the meaning set forth in Section 4.


 


Section
6. IMPAIRMENT. Except as expressly provided herein, no provision of this Debenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of and interest on, this Debenture at the time, place, and
rate, and in the coin or currency, herein prescribed. This Debenture is a direct debt obligation of the Company. This Debenture
ranks pari passu with all other Debentures now or hereafter issued under the terms set forth herein.


 


Section
7. REPLACEMENT. If this Debenture shall be mutilated, lost, stolen or destroyed, the Company shall execute and deliver, in exchange
and substitution for and upon cancellation of a mutilated Debenture, or in lieu of or in substitution for a lost, stolen or destroyed
Debenture, a new Debenture for the principal amount of this Debenture so mutilated, lost, stolen or destroyed but only upon receipt
of evidence of such loss, theft or destruction of such Debenture, and of the ownership hereof, and indemnity, if requested, all
reasonably satisfactory to the Company. Costs of replacement pursuant to this Section shall be the sole responsibility of the
Holder.


 




    	6



    	 



    

 


Section
8. GOVERNING LAW. All questions concerning the construction, validity, enforcement and interpretation of this Debenture shall
be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the
principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement
and defense of the transactions contemplated by this Debenture shall be commenced in the state and federal courts sitting in the
County of New York (the “New York Courts”). Each party hereto hereby irrevocably submits to the exclusive jurisdiction
of the New York Courts for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated
hereby or discussed herein (including with respect to the enforcement of any of the Transaction Documents), and hereby irrevocably
waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction
of any such court, or such New York Courts are improper or inconvenient venue for such proceeding. Each party hereby irrevocably
waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy
thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect
for notices to it under this Debenture and agrees that such service shall constitute good and sufficient service of process and
notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted
by law. Each party hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial
by jury in any legal proceeding arising out of or relating to this Debenture or the transactions contemplated hereby. If either
party shall commence an action or proceeding to enforce any provisions of this Debenture, then the prevailing party in such action
or proceeding shall be reimbursed by the other party for its attorneys’ fees and other costs and expenses incurred with
the investigation, preparation and prosecution of such action or proceeding.


 


Section
9. WAIVER. Any waiver by the Company or the Holder of a breach of any provision of this Debenture shall not operate as, or be
construed to be, a waiver of any other breach of such provision or of any breach of any other provision of this Debenture. The
failure of the Company or the Holder to insist upon strict adherence to any term of this Debenture, on one or more occasions,
shall not be considered a waiver or deprive that party of the right thereafter to insist upon strict adherence to that term or
any other term of this Debenture. Any waiver must be in writing.


 


Section
10. ILLEGALITY. If any provision of this Debenture is invalid, illegal or unenforceable, the balance of this Debenture shall remain
in effect, and if any provision is inapplicable to any person or circumstance, it shall nevertheless remain applicable to all
other persons and circumstances. If it shall be found that any interest or other amount deemed interest due hereunder violates
applicable laws governing usury, the applicable rate of interest due hereunder shall automatically be lowered to equal the maximum
permitted rate of interest.


 


Section
11. BUSINESS DAY. Whenever any payment or other obligation hereunder shall be due on a day other than a Business Day, such payment
shall be made on the next succeeding Business Day.


 


*********************


 




    	7



    	 



    

 


IN
WITNESS WHEREOF, the Company has caused this Debenture to be duly executed by a duly authorized officer as of the date first above
indicated.


 


	 	By:	/s/
    Warren Sheppard
	 	Name:	WARREN
    SHEPPARD
	 	Title:	DIRECTOR


 




    	8



    	 



    

 


ANNEX
A


 


NOTICE
OF CONVERSION


 


The
undersigned hereby elects to convert $_________ of the unpaid principal and $_________ interest under the Convertible Debenture
of Kibush Capital Corp. (the “Company”), due on March 31, 2015, into ____________ shares of common stock, $0.001 par
value per share (the “Common Stock”), of the Company according to the conditions hereof, as of the date written below.
If shares are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable
with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by the Company in accordance
therewith. No fee will be charged to the holder for any conversion, except for such transfer taxes and legal costs, if any.


 


Conversion
calculations:


 


Date
to Effect Conversion: ____________________


 


50%
of the average closing price for 10 trading days prior to conversion


 


_____________________________________


 


Principal
Amount of Debentures to be Converted:


 


_______________________________________


 


Interest
Amount of Debentures to be Converted


 


___________________________________


 


Number
of shares of Common Stock to be issued:


 


_________________________________


 


Signature:
_____________________


 


Title:


Holder:


 




    	9



    	 



    

 


NEITHER
THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE
COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO,
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A
LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.
THESE SECURITIES AND THE SECURITIES ISSUABLE UPON CONVERSION OF THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE
MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.


 


Date
of Issuance: June 30, 2014


 


$110741


 


CONVERTIBLE
DEBENTURE


DUE
JUNE 30, 2015


 


THIS
DEBENTURE is a duly authorized and issued Convertible Debenture of Kibush Capital Corp., a Nevada corporation, having a principal
place of business at c-10 Union Avenue, Lynbrook, NY 11563 (the “Company”), due June 30, 2015 (this “Debenture”).


 


FOR
VALUE RECEIVED, the Company promises to pay to Warren Sheppard, or his registered assigns (the “Holder”), the principal
sum of _One Hundred Fifty Seven Thousand Five Hundred Dollars ($110741), on June 30, 2015 or such earlier date as this Debenture
is required or permitted to be repaid as provided hereunder (the “Maturity Date”), and to pay interest to the Holder
in an amount equal to twelve and one-half percent (12.5%) of the principal per annum, payable on the Maturity Date, unless this
Debenture, or a portion thereof, is converted to shares of Common Stock in accordance with the terms and conditions herein.


 


THE
COMPANY MAY PREPAY ANY PORTION OF THE PRINCIPAL AMOUNT OF THIS DEBENTURE, ALONG WITH ANY ACCRUED INTEREST OF THIS DEBENTURE, AT
ANY TIME, WITHOUT INCURRING ANY PENALTY.


 




    	1



    	 



    

 


This
Debenture is subject to the following additional provisions:


 


Section
1. DENOMINATIONS. This Debenture is exchangeable for an equal aggregate principal amount of Debentures of different authorized
denominations, as requested by the Holder surrendering the same. No service charge will be made for such registration of transfer
or exchange. However, the Holder shall be responsible for any and all reasonable legal fees incurred in furtherance of the above.


 


Section
2. TRANSFER. This Debenture may be transferred or exchanged only in compliance with applicable federal and state securities laws
and regulations. Prior to due presentment to the Company for transfer of this Debenture, the Company and any agent of the Company
may treat the Person in whose name this Debenture is duly registered with the Company as the owner hereof for the purpose of receiving
payment, as herein provided and for all other purposes, whether or not this Debenture is overdue, and neither the Company nor
any such agent shall be affected by notice to the contrary. The transferring Holder shall be responsible for all reasonable costs
associated with effectuating such transfer. The transferring Holder hereby indemnifies the Company from any claims arising from
the transfer or attempted transfer of this Debenture.


 


Section
3. EVENTS OF DEFAULT.


 


“Event
of Default,” wherever used herein, means any one of the following events (whatever the reason and whether it shall be voluntary
or involuntary or effected by operation of law or pursuant to any judgment, decree or order of any court, or any order, rule or
regulation of any administrative or governmental body):


 


(i)
any default in the payment of the principal and interest, free of any claim of subordination, as and when the same shall become
due and payable on the Maturity Date;


 


(ii)
the Company shall commence, or there shall be commenced against it, a case under any applicable bankruptcy or insolvency laws
as now or hereafter in effect or any successor thereto, or the Company commences any other proceeding under any reorganization,
arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or similar law of any jurisdiction
whether now or hereafter in effect relating to the Company or any subsidiary thereof or there is commenced against the Company
or any subsidiary thereof any such bankruptcy, insolvency or other proceeding; or the Company or any subsidiary thereof is adjudicated
insolvent or bankrupt; or any order of relief or other order approving any such case or proceeding is entered; or the Company
or any subsidiary thereof suffers any appointment of any custodian or the like for it or any substantial part of its property
which continues undischarged or unstayed for a period of five (5) Business Days; or the Company makes a general assignment for
the benefit of creditors; or the Company shall fail to pay, or shall state that it is unable to pay, or shall be unable to pay,
its debts generally as they become due; or the Company shall call a meeting of its creditors with a view to arranging a composition,
adjustment or restructuring of any debt or the Company shall by any act or failure to act expressly indicate its consent to, approval
of or acquiescence in any of the foregoing or any corporate or other action is taken by the Company for the purpose of effecting
any of the foregoing or adverse to this Debenture; or


 




    	2



    	 



    

 


If
any Event of Default occurs and is continuing, the full principal amount of this Debenture, together with the interest, shall
become immediately due and payable in cash, except the Holder may elect any part thereof to be paid in shares of Common Stock
as part of any conversion hereunder in which case such shares of Common Stock shall be due.


 


The
Holder need not provide and the Company hereby waives any presentment, demand, protest or other notice of any kind, and the Holder
may, after expiration of the applicable grace period, enforce any and all of its rights and remedies hereunder and all other remedies
available to it under applicable law.


 


Section
4. CONVERSION.


 


(a)
(i) At any time, until this Debenture is no longer outstanding, this Debenture, including interest and principal, shall be convertible
into shares of Common Stock at a price of Fifty Percent (50%) of the average closing bid price, determined on the then current
trading market for the Common Stock, for the ten Business Days prior to the Conversion Date, (the “Set Price”), at
the option of the Holder, in whole or in part, at any time and from time to time. The Holder shall effect conversions by delivering
to the Company a Notice of Conversion, the form of which is attached hereto as Annex A (a “Notice of Conversion”),
specifying the date on which such conversion is to be effected (a “Conversion Date”). If no Conversion Date is specified
in a Notice of Conversion, the Conversion Date shall be five Business Days following the date that such Notice of Conversion is
provided hereunder. To effect conversions hereunder, the Holder shall be required to physically surrender this Debenture to the
Company or a notarized affidavit of lost debenture regarding this Debenture. The Company shall deliver any objection to any Notice
of Conversion within two Business Days of receipt of such Notice of Conversion. In the event of any dispute or discrepancy, the
records of the Company shall be controlling and determinative in the absence of manifest error. If the Company does not issue
the shares of Common Stock underlying this Debenture after receipt of a Notice of Conversion within five (5) Business days following
the period allowed for any objection, the Company shall be responsible for any differential in the value of the converted shares
of Common Stock underlying this Debenture between the value of the closing price on the date which is ten Business Days after
the Conversion Date and the date the shares of Common Stock are delivered. The Holder and any assignee, by acceptance of this
Debenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this
Debenture, the unpaid and unconverted principal amount of this Debenture may be less than the amount stated on the face hereof.


 




    	3



    	 



    

 


(ii)
If the Company, at any time while this Debenture is outstanding: (A) shall pay a Common Stock dividend or otherwise make a distribution
or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common
Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company pursuant to this Debenture,
including as interest thereon), (B) subdivide outstanding shares of Common Stock into a larger number of shares, (C) combine (including
by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (D) issue by reclassification
of shares of the Common Stock any shares of Common Stock, then the Set Price shall be multiplied by a fraction of which the numerator
shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding before such event and of which the
denominator shall be the number of shares of Common Stock outstanding after such event. Any adjustment made pursuant to this Section
shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend
or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.


 


(iii)
Whenever the Set Price is adjusted pursuant to this Section, the Company shall promptly mail to each Holder a notice setting forth
the Set Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment.


 


(iv)
If (A) the Company shall declare a dividend (or any other distribution) on the Common Stock; (B) the Company shall declare a special
nonrecurring cash dividend on or a redemption of the Common Stock; (C) the Company shall authorize the granting to all holders
of the Common Stock rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights;
(D) the approval of any stockholders of the Company shall be required in connection with any reclassification of the Common Stock,
any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all of the assets of
the Company, of any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property; (E)
the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company;
then, in each case, the Company shall mail to the Holders, at their last addresses as they shall appear upon the stock books of
the Company, at least 20 calendar days prior to the applicable record or effective date, a notice stating (x) the date on which
a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not
to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption,
rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer
or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common
Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable
upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided, that the failure to mail such notice
or any defect therein or in the mailing thereof shall not affect the validity of the corporate action required to be specified
in such notice. Holders are entitled to convert Debentures during the 20-day period commencing the date of such notice to the
effective date of the event triggering such notice.


 




    	4



    	 



    

 


(v)
If, at any time while this Debenture is outstanding, (A) the Company effects any merger or consolidation of the Company with or
into another Person, (B) the Company effects any sale of all or substantially all of its assets in one or a series of related
transactions, (C) any tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which
holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (D) the Company
effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively
converted into or exchanged for other securities, cash or property (in any such case, a “Fundamental Transaction”),
then upon any subsequent conversion of this Debenture, the Holder shall have the right to receive the same kind and amount of
securities, cash or property as it would have been entitled to receive upon the occurrence of such Fundamental Transaction if
it had been, immediately prior to such Fundamental Transaction, the holder of Common Stock (the “Alternate Consideration”),
unless the Company received no Alternate Consideration in such Fundamental Transaction (ie. an exchange offer open only to shareholders
of the Company). For purposes of any such conversion, the determination of the Set Price shall be appropriately adjusted to apply
to such Alternate Consideration based on the amount of Alternate Consideration issuable in such Fundamental Transaction, and the
Company shall apportion the Set Price among the Alternate Consideration in a reasonable manner reflecting the relative value of
any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities,
cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate
Consideration it receives upon any conversion of this Debenture following such Fundamental Transaction. The terms of any agreement
pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to
comply with the provisions of this paragraph and insuring that this Debenture will be similarly adjusted upon any subsequent transaction
analogous to a Fundamental Transaction.


 


(b)
The Company covenants that it will reserve and keep available, out of its authorized and unissued shares of Common Stock, solely
for the purpose of issuance upon conversion of this Debenture, a sufficient number of shares of Common Stock required to be issued
upon a conversion of this Debenture.


 


(c)
Any and all notices or other communications or deliveries to be provided by the Holders hereunder, including, without limitation,
any Notice of Conversion, shall be in writing and delivered personally, by facsimile, sent by a nationally recognized overnight
courier service, addressed to the Company, at the address set forth or such other address or facsimile number as the Company may
specify for such purposes, by notice to the Holders delivered in accordance with this Section. Any and all notices or other communications
or deliveries to be provided by the Company hereunder shall be in writing and delivered personally, by facsimile, sent by a nationally
recognized overnight courier service addressed to each Holder at the facsimile telephone number or address of such Holder appearing
on the books of the Company, or if no such facsimile telephone number or address appears, at the principal place of business of
the Holder. Any notice or other communication or deliveries hereunder shall be deemed given and effective on the earliest of (i)
the date of transmission, if such notice or communication is delivered via facsimile at the facsimile telephone number specified
in this Section prior to 5:30 p.m. (New York City time), (ii) the date after the date of transmission, if such notice or communication
is delivered via facsimile at the facsimile telephone number specified in this Section later than 5:30 p.m. (New York City time)
on any date and earlier than 11:59 p.m. (New York City time) on such date, (iii) the second Business Day following the date of
mailing, if sent by nationally recognized overnight courier service, or (iv) upon actual receipt by the party to whom such notice
is required to be given.


 




    	5



    	 



    

 


Section
5. DEFINITIONS. For the purposes hereof, in addition to the terms defined elsewhere in this Debenture, the following terms shall
have the following meanings:


 


“Business
Day” means any day except Saturday, Sunday and any day which shall be a federal legal holiday in the United States or a
day on which banking institutions in the State of New York are authorized or required by law or other government action to close.


 


“Common
Stock” means the common stock of the Company, par value $.001 per share, and stock of any other class into which such shares
may hereafter have been reclassified or changed.


 


“Person”
means a corporation, an association, a partnership, organization, a business, an individual, a government or political subdivision
thereof or a governmental agency.


 


“Securities
Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.


 


“Set
Price” shall have the meaning set forth in Section 4.


 


Section
6. IMPAIRMENT. Except as expressly provided herein, no provision of this Debenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of and interest on, this Debenture at the time, place, and
rate, and in the coin or currency, herein prescribed. This Debenture is a direct debt obligation of the Company. This Debenture
ranks pari passu with all other Debentures now or hereafter issued under the terms set forth herein.


 


Section
7. REPLACEMENT. If this Debenture shall be mutilated, lost, stolen or destroyed, the Company shall execute and deliver, in exchange
and substitution for and upon cancellation of a mutilated Debenture, or in lieu of or in substitution for a lost, stolen or destroyed
Debenture, a new Debenture for the principal amount of this Debenture so mutilated, lost, stolen or destroyed but only upon receipt
of evidence of such loss, theft or destruction of such Debenture, and of the ownership hereof, and indemnity, if requested, all
reasonably satisfactory to the Company. Costs of replacement pursuant to this Section shall be the sole responsibility of the
Holder.


 




    	6



    	 



    

 


Section
8. GOVERNING LAW. All questions concerning the construction, validity, enforcement and interpretation of this Debenture shall
be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the
principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement
and defense of the transactions contemplated by this Debenture shall be commenced in the state and federal courts sitting in the
County of New York (the “New York Courts”). Each party hereto hereby irrevocably submits to the exclusive jurisdiction
of the New York Courts for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated
hereby or discussed herein (including with respect to the enforcement of any of the Transaction Documents), and hereby irrevocably
waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction
of any such court, or such New York Courts are improper or inconvenient venue for such proceeding. Each party hereby irrevocably
waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy
thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect
for notices to it under this Debenture and agrees that such service shall constitute good and sufficient service of process and
notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted
by law. Each party hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial
by jury in any legal proceeding arising out of or relating to this Debenture or the transactions contemplated hereby. If either
party shall commence an action or proceeding to enforce any provisions of this Debenture, then the prevailing party in such action
or proceeding shall be reimbursed by the other party for its attorneys’ fees and other costs and expenses incurred with
the investigation, preparation and prosecution of such action or proceeding.


 


Section
9. WAIVER. Any waiver by the Company or the Holder of a breach of any provision of this Debenture shall not operate as, or be
construed to be, a waiver of any other breach of such provision or of any breach of any other provision of this Debenture. The
failure of the Company or the Holder to insist upon strict adherence to any term of this Debenture, on one or more occasions,
shall not be considered a waiver or deprive that party of the right thereafter to insist upon strict adherence to that term or
any other term of this Debenture. Any waiver must be in writing.


 


Section
10. ILLEGALITY. If any provision of this Debenture is invalid, illegal or unenforceable, the balance of this Debenture shall remain
in effect, and if any provision is inapplicable to any person or circumstance, it shall nevertheless remain applicable to all
other persons and circumstances. If it shall be found that any interest or other amount deemed interest due hereunder violates
applicable laws governing usury, the applicable rate of interest due hereunder shall automatically be lowered to equal the maximum
permitted rate of interest.


 


Section
11. BUSINESS DAY. Whenever any payment or other obligation hereunder shall be due on a day other than a Business Day, such payment
shall be made on the next succeeding Business Day.


 


*********************


 




    	7



    	 



    

 


IN
WITNESS WHEREOF, the Company has caused this Debenture to be duly executed by a duly authorized officer as of the date first above
indicated.


 


	 	By:	/s/
    Warren Sheppard
	 	Name:	WARREN
    SHEPPARD
	 	Title:	DIRECTOR


 




    	8



    	 



    

 


ANNEX
A


 


NOTICE
OF CONVERSION


 


The
undersigned hereby elects to convert $_________ of the unpaid principal and $_________ interest under the Convertible Debenture
of Kibush Capital Corp. (the “Company”), due on June 30, 2015, into ____________ shares of common stock, $0.001 par
value per share (the “Common Stock”), of the Company according to the conditions hereof, as of the date written below.
If shares are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable
with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by the Company in accordance
therewith. No fee will be charged to the holder for any conversion, except for such transfer taxes and legal costs, if any.


 


Conversion
calculations:


 


Date
to Effect Conversion: ____________________


 


50%
of the average closing price for 10 trading days prior to conversion


 


_____________________________________


 


Principal
Amount of Debentures to be Converted:


 


_______________________________________


 


Interest
Amount of Debentures to be Converted


 


___________________________________


 


Number
of shares of Common Stock to be issued:


 


_________________________________


 


Signature:
_____________________


 


Title:


Holder:


 




    	9



    	 



    

 


NEITHER
THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE
COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO,
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A
LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.
THESE SECURITIES AND THE SECURITIES ISSUABLE UPON CONVERSION OF THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE
MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.


 


Date
of Issuance: September 30, 2014


 


$98575


 


CONVERTIBLE
DEBENTURE


DUE
September 30, 2015


 


THIS
DEBENTURE is a duly authorized and issued Convertible Debenture of Kibush Capital Corp., a Nevada corporation, having a principal
place of business at c-10 Union Avenue, Lynbrook, NY 11563 (the “Company”), due September 30, 2015 (this “Debenture”).


 


FOR
VALUE RECEIVED, the Company promises to pay to Warren Sheppard, or his registered assigns (the “Holder”), the principal
sum of _One Hundred Fifty Seven Thousand Five Hundred Dollars ($98575), on September 30, 2015 or such earlier date as this Debenture
is required or permitted to be repaid as provided hereunder (the “Maturity Date”), and to pay interest to the Holder
in an amount equal to twelve and one-half percent (12.5%) of the principal per annum, payable on the Maturity Date, unless this
Debenture, or a portion thereof, is converted to shares of Common Stock in accordance with the terms and conditions herein.


 


THE
COMPANY MAY PREPAY ANY PORTION OF THE PRINCIPAL AMOUNT OF THIS DEBENTURE, ALONG WITH ANY ACCRUED INTEREST OF THIS DEBENTURE, AT
ANY TIME, WITHOUT INCURRING ANY PENALTY.


 




    	1



    	 



    

 


This
Debenture is subject to the following additional provisions:


 


Section
1. DENOMINATIONS. This Debenture is exchangeable for an equal aggregate principal amount of Debentures of different authorized
denominations, as requested by the Holder surrendering the same. No service charge will be made for such registration of transfer
or exchange. However, the Holder shall be responsible for any and all reasonable legal fees incurred in furtherance of the above.


 


Section
2. TRANSFER. This Debenture may be transferred or exchanged only in compliance with applicable federal and state securities laws
and regulations. Prior to due presentment to the Company for transfer of this Debenture, the Company and any agent of the Company
may treat the Person in whose name this Debenture is duly registered with the Company as the owner hereof for the purpose of receiving
payment, as herein provided and for all other purposes, whether or not this Debenture is overdue, and neither the Company nor
any such agent shall be affected by notice to the contrary. The transferring Holder shall be responsible for all reasonable costs
associated with effectuating such transfer. The transferring Holder hereby indemnifies the Company from any claims arising from
the transfer or attempted transfer of this Debenture.


 


Section
3. EVENTS OF DEFAULT.


 


“Event
of Default,” wherever used herein, means any one of the following events (whatever the reason and whether it shall be voluntary
or involuntary or effected by operation of law or pursuant to any judgment, decree or order of any court, or any order, rule or
regulation of any administrative or governmental body):


 


(i)
any default in the payment of the principal and interest, free of any claim of subordination, as and when the same shall become
due and payable on the Maturity Date;


 


(ii)
the Company shall commence, or there shall be commenced against it, a case under any applicable bankruptcy or insolvency laws
as now or hereafter in effect or any successor thereto, or the Company commences any other proceeding under any reorganization,
arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or similar law of any jurisdiction
whether now or hereafter in effect relating to the Company or any subsidiary thereof or there is commenced against the Company
or any subsidiary thereof any such bankruptcy, insolvency or other proceeding; or the Company or any subsidiary thereof is adjudicated
insolvent or bankrupt; or any order of relief or other order approving any such case or proceeding is entered; or the Company
or any subsidiary thereof suffers any appointment of any custodian or the like for it or any substantial part of its property
which continues undischarged or unstayed for a period of five (5) Business Days; or the Company makes a general assignment for
the benefit of creditors; or the Company shall fail to pay, or shall state that it is unable to pay, or shall be unable to pay,
its debts generally as they become due; or the Company shall call a meeting of its creditors with a view to arranging a composition,
adjustment or restructuring of any debt or the Company shall by any act or failure to act expressly indicate its consent to, approval
of or acquiescence in any of the foregoing or any corporate or other action is taken by the Company for the purpose of effecting
any of the foregoing or adverse to this Debenture; or


 




    	2



    	 



    

 


If
any Event of Default occurs and is continuing, the full principal amount of this Debenture, together with the interest, shall
become immediately due and payable in cash, except the Holder may elect any part thereof to be paid in shares of Common Stock
as part of any conversion hereunder in which case such shares of Common Stock shall be due.


 


The
Holder need not provide and the Company hereby waives any presentment, demand, protest or other notice of any kind, and the Holder
may, after expiration of the applicable grace period, enforce any and all of its rights and remedies hereunder and all other remedies
available to it under applicable law.


 


Section
4. CONVERSION.


 


(a)
(i) At any time, until this Debenture is no longer outstanding, this Debenture, including interest and principal, shall be convertible
into shares of Common Stock at a price of Fifty Percent (50%) of the average closing bid price, determined on the then current
trading market for the Common Stock, for the ten Business Days prior to the Conversion Date, (the “Set Price”), at
the option of the Holder, in whole or in part, at any time and from time to time. The Holder shall effect conversions by delivering
to the Company a Notice of Conversion, the form of which is attached hereto as Annex A (a “Notice of Conversion”),
specifying the date on which such conversion is to be effected (a “Conversion Date”). If no Conversion Date is specified
in a Notice of Conversion, the Conversion Date shall be five Business Days following the date that such Notice of Conversion is
provided hereunder. To effect conversions hereunder, the Holder shall be required to physically surrender this Debenture to the
Company or a notarized affidavit of lost debenture regarding this Debenture. The Company shall deliver any objection to any Notice
of Conversion within two Business Days of receipt of such Notice of Conversion. In the event of any dispute or discrepancy, the
records of the Company shall be controlling and determinative in the absence of manifest error. If the Company does not issue
the shares of Common Stock underlying this Debenture after receipt of a Notice of Conversion within five (5) Business days following
the period allowed for any objection, the Company shall be responsible for any differential in the value of the converted shares
of Common Stock underlying this Debenture between the value of the closing price on the date which is ten Business Days after
the Conversion Date and the date the shares of Common Stock are delivered. The Holder and any assignee, by acceptance of this
Debenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this
Debenture, the unpaid and unconverted principal amount of this Debenture may be less than the amount stated on the face hereof.


 




    	3



    	 



    

 


(ii)
If the Company, at any time while this Debenture is outstanding: (A) shall pay a Common Stock dividend or otherwise make a distribution
or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common
Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company pursuant to this Debenture,
including as interest thereon), (B) subdivide outstanding shares of Common Stock into a larger number of shares, (C) combine (including
by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (D) issue by reclassification
of shares of the Common Stock any shares of Common Stock, then the Set Price shall be multiplied by a fraction of which the numerator
shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding before such event and of which the
denominator shall be the number of shares of Common Stock outstanding after such event. Any adjustment made pursuant to this Section
shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend
or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.


 


(iii)
Whenever the Set Price is adjusted pursuant to this Section, the Company shall promptly mail to each Holder a notice setting forth
the Set Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment.


 


(iv)
If (A) the Company shall declare a dividend (or any other distribution) on the Common Stock; (B) the Company shall declare a special
nonrecurring cash dividend on or a redemption of the Common Stock; (C) the Company shall authorize the granting to all holders
of the Common Stock rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights;
(D) the approval of any stockholders of the Company shall be required in connection with any reclassification of the Common Stock,
any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all of the assets of
the Company, of any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property; (E)
the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company;
then, in each case, the Company shall mail to the Holders, at their last addresses as they shall appear upon the stock books of
the Company, at least 20 calendar days prior to the applicable record or effective date, a notice stating (x) the date on which
a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not
to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption,
rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer
or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common
Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable
upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided, that the failure to mail such notice
or any defect therein or in the mailing thereof shall not affect the validity of the corporate action required to be specified
in such notice. Holders are entitled to convert Debentures during the 20-day period commencing the date of such notice to the
effective date of the event triggering such notice.


 




    	4



    	 



    

 


(v)
If, at any time while this Debenture is outstanding, (A) the Company effects any merger or consolidation of the Company with or
into another Person, (B) the Company effects any sale of all or substantially all of its assets in one or a series of related
transactions, (C) any tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which
holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (D) the Company
effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively
converted into or exchanged for other securities, cash or property (in any such case, a “Fundamental Transaction”),
then upon any subsequent conversion of this Debenture, the Holder shall have the right to receive the same kind and amount of
securities, cash or property as it would have been entitled to receive upon the occurrence of such Fundamental Transaction if
it had been, immediately prior to such Fundamental Transaction, the holder of Common Stock (the “Alternate Consideration”),
unless the Company received no Alternate Consideration in such Fundamental Transaction (ie. an exchange offer open only to shareholders
of the Company). For purposes of any such conversion, the determination of the Set Price shall be appropriately adjusted to apply
to such Alternate Consideration based on the amount of Alternate Consideration issuable in such Fundamental Transaction, and the
Company shall apportion the Set Price among the Alternate Consideration in a reasonable manner reflecting the relative value of
any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities,
cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate
Consideration it receives upon any conversion of this Debenture following such Fundamental Transaction. The terms of any agreement
pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to
comply with the provisions of this paragraph and insuring that this Debenture will be similarly adjusted upon any subsequent transaction
analogous to a Fundamental Transaction.


 


(b)
The Company covenants that it will reserve and keep available, out of its authorized and unissued shares of Common Stock, solely
for the purpose of issuance upon conversion of this Debenture, a sufficient number of shares of Common Stock required to be issued
upon a conversion of this Debenture.


 


(c)
Any and all notices or other communications or deliveries to be provided by the Holders hereunder, including, without limitation,
any Notice of Conversion, shall be in writing and delivered personally, by facsimile, sent by a nationally recognized overnight
courier service, addressed to the Company, at the address set forth or such other address or facsimile number as the Company may
specify for such purposes, by notice to the Holders delivered in accordance with this Section. Any and all notices or other communications
or deliveries to be provided by the Company hereunder shall be in writing and delivered personally, by facsimile, sent by a nationally
recognized overnight courier service addressed to each Holder at the facsimile telephone number or address of such Holder appearing
on the books of the Company, or if no such facsimile telephone number or address appears, at the principal place of business of
the Holder. Any notice or other communication or deliveries hereunder shall be deemed given and effective on the earliest of (i)
the date of transmission, if such notice or communication is delivered via facsimile at the facsimile telephone number specified
in this Section prior to 5:30 p.m. (New York City time), (ii) the date after the date of transmission, if such notice or communication
is delivered via facsimile at the facsimile telephone number specified in this Section later than 5:30 p.m. (New York City time)
on any date and earlier than 11:59 p.m. (New York City time) on such date, (iii) the second Business Day following the date of
mailing, if sent by nationally recognized overnight courier service, or (iv) upon actual receipt by the party to whom such notice
is required to be given.


 




    	5



    	 



    

 


Section
5. DEFINITIONS. For the purposes hereof, in addition to the terms defined elsewhere in this Debenture, the following terms shall
have the following meanings:


 


“Business
Day” means any day except Saturday, Sunday and any day which shall be a federal legal holiday in the United States or a
day on which banking institutions in the State of New York are authorized or required by law or other government action to close.


 


“Common
Stock” means the common stock of the Company, par value $.001 per share, and stock of any other class into which such shares
may hereafter have been reclassified or changed.


 


“Person”
means a corporation, an association, a partnership, organization, a business, an individual, a government or political subdivision
thereof or a governmental agency.


 


“Securities
Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.


 


“Set
Price” shall have the meaning set forth in Section 4.


 


Section
6. IMPAIRMENT. Except as expressly provided herein, no provision of this Debenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of and interest on, this Debenture at the time, place, and
rate, and in the coin or currency, herein prescribed. This Debenture is a direct debt obligation of the Company. This Debenture
ranks pari passu with all other Debentures now or hereafter issued under the terms set forth herein.


 


Section
7. REPLACEMENT. If this Debenture shall be mutilated, lost, stolen or destroyed, the Company shall execute and deliver, in exchange
and substitution for and upon cancellation of a mutilated Debenture, or in lieu of or in substitution for a lost, stolen or destroyed
Debenture, a new Debenture for the principal amount of this Debenture so mutilated, lost, stolen or destroyed but only upon receipt
of evidence of such loss, theft or destruction of such Debenture, and of the ownership hereof, and indemnity, if requested, all
reasonably satisfactory to the Company. Costs of replacement pursuant to this Section shall be the sole responsibility of the
Holder.


 




    	6



    	 



    

 


Section
8. GOVERNING LAW. All questions concerning the construction, validity, enforcement and interpretation of this Debenture shall
be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the
principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement
and defense of the transactions contemplated by this Debenture shall be commenced in the state and federal courts sitting in the
County of New York (the “New York Courts”). Each party hereto hereby irrevocably submits to the exclusive jurisdiction
of the New York Courts for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated
hereby or discussed herein (including with respect to the enforcement of any of the Transaction Documents), and hereby irrevocably
waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction
of any such court, or such New York Courts are improper or inconvenient venue for such proceeding. Each party hereby irrevocably
waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy
thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect
for notices to it under this Debenture and agrees that such service shall constitute good and sufficient service of process and
notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted
by law. Each party hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial
by jury in any legal proceeding arising out of or relating to this Debenture or the transactions contemplated hereby. If either
party shall commence an action or proceeding to enforce any provisions of this Debenture, then the prevailing party in such action
or proceeding shall be reimbursed by the other party for its attorneys’ fees and other costs and expenses incurred with
the investigation, preparation and prosecution of such action or proceeding.


 


Section
9. WAIVER. Any waiver by the Company or the Holder of a breach of any provision of this Debenture shall not operate as, or be
construed to be, a waiver of any other breach of such provision or of any breach of any other provision of this Debenture. The
failure of the Company or the Holder to insist upon strict adherence to any term of this Debenture, on one or more occasions,
shall not be considered a waiver or deprive that party of the right thereafter to insist upon strict adherence to that term or
any other term of this Debenture. Any waiver must be in writing.


 


Section
10. ILLEGALITY. If any provision of this Debenture is invalid, illegal or unenforceable, the balance of this Debenture shall remain
in effect, and if any provision is inapplicable to any person or circumstance, it shall nevertheless remain applicable to all
other persons and circumstances. If it shall be found that any interest or other amount deemed interest due hereunder violates
applicable laws governing usury, the applicable rate of interest due hereunder shall automatically be lowered to equal the maximum
permitted rate of interest.


 


Section
11. BUSINESS DAY. Whenever any payment or other obligation hereunder shall be due on a day other than a Business Day, such payment
shall be made on the next succeeding Business Day.


 


*********************


 




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IN
WITNESS WHEREOF, the Company has caused this Debenture to be duly executed by a duly authorized officer as of the date first above
indicated.


 


	 	By:	/s/
    Warren Sheppard
	 	Name:	WARREN
    SHEPPARD
	 	Title:	DIRECTOR


 




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ANNEX
A


 


NOTICE
OF CONVERSION


 


The
undersigned hereby elects to convert $_________ of the unpaid principal and $_________ interest under the Convertible Debenture
of Kibush Capital Corp. (the “Company”), due on September 30, 2015, into ____________ shares of common stock, $0.001
par value per share (the “Common Stock”), of the Company according to the conditions hereof, as of the date written
below. If shares are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes
payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by the Company
in accordance therewith. No fee will be charged to the holder for any conversion, except for such transfer taxes and legal costs,
if any.


 


Conversion
calculations:


 


Date
to Effect Conversion: ____________________


 


50%
of the average closing price for 10 trading days prior to conversion


 


_____________________________________


 


Principal
Amount of Debentures to be Converted:


 


_______________________________________


 


Interest
Amount of Debentures to be Converted


 


___________________________________


 


Number
of shares of Common Stock to be issued:


 


_________________________________


 


Signature:
_____________________


 


Title:


Holder:


 




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