Exhibit 4.1


 


Page 1 of 13


 


NEITHER THIS SECURITY NOR THE SECURITIES
FOR WHICH THIS SECURITY IS EXERCISABLE 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.  


 


COMMON STOCK PURCHASE WARRANT


 


Propanc Health Group Corporation


 


	Warrant Shares: 200,000,000	 Issue Date:  August 3, 2016


 


THIS COMMON STOCK PURCHASE
WARRANT (the “Warrant”) certifies that, for value received, Delafield Investments Limited or its assigns (the
“Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter
set forth, at any time on or after August 3, 2016 (the “Initial Exercise Date”) and on or prior to the close
of business on the five (5) month anniversary of the Initial Exercise Date (the “Termination Date”) but not
thereafter, to subscribe for and purchase from Propanc Health Group Corporation, a Delaware corporation (the “Company”),
up to 200,000,000 shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase
price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(a). Notwithstanding
anything herein to the contrary, in the event that a registration statement registering the resale of the Warrant Shares (the “Registration
Statement”) is not effective on or before October 15, 2016, or is not maintained effective thereafter, the Termination Date
shall be extended hereunder until such date that the Warrant Shares have been registered for at least a period of ninety (90) days,
but in no event later than April 30, 2017.


 


Section 1                      
Definitions.  In addition to terms defined elsewhere in this Warrant, the following terms have the meanings
set forth in this Section 1.


 


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


 


“Common Stock” means
the common stock of the Company, par value $0.001 per share, and any other class of securities into which such securities may hereafter
be reclassified or changed.


 


“Trading Day” means a
day on which the principal Trading Market is open for trading.


 


“Trading Market” means
any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date in question: the
NYSE MKT, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York Stock Exchange, OTCQB
or OTCQX (or any successors to any of the foregoing).


 


“Volume Weighted
Average Price, or ‘VWAP’” means means, 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 Trading Market, the daily volume weighted average price of
the Common Stock for such date (or the nearest preceding date) on the Trading Market on which the Common Stock is then listed or
quoted as reported by Bloomberg L.P. (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 OTCQB or OTCQX is not a Trading Market, the volume weighted average price of the Common Stock for such date (or the
nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Common Stock is not then listed or quoted for trading on OTCQB
or OTCQX and if prices for the Common Stock are then reported in the “Pink Sheets” published by OTC Markets Group,
Inc. (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share
of the Common Stock so reported, 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 Purchasers of a majority in interest of the Securities then outstanding
and reasonably acceptable to the Company, the fees and expenses of which shall be paid by the Company.


 






     


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Section 2                      
Exercise.


 


a)                  
Exercise Price.  The Holder has the right to purchase, in whole or in part, up to 200,000,000 shares of
the Common Stock under this Warrant as follows, subject to adjustment (the “Exercise Price”):


 


	Shares/Tranche	 	Exercise Price Per Share
	40,000,000 (“First Tranche”)	 	$0.012
	40,000,000 (“Second Tranche”)	 	$0.014
	40,000,000 (“Third Tranche”)	 	$0.016
	40,000,000 (“Fourth Tranche”)	 	$0.018
	40,000,000 (“Fifth Tranche”)	 	$0.020



 


The Holder
shall have discretion over which Warrants to exercise within a Callable Tranche as defined in Section 3 below.


 


b)                  
Mechanics of Exercise.


 


i.                    
Cash Exercise. Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any
time or times on or after the Initial Exercise Date by delivery to the Company (or such other office or agency of the Company as
it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company)
of a duly executed facsimile or email attachment of a written notice evidencing the Holder’s election to exercise this Warrant,
in the form attached hereto as Exhibit A (the “Notice of Exercise”). Within three (3) Trading Days following
the date such Notice of Exercise is received by the Company, the Company shall have received payment equal to the applicable Exercise
Price multiplied by the number of Warrant Shares as specified in the Notice of Exercise (the “Aggregate Exercise Price”)
by wire transfer or cashier’s check drawn on a United States bank. No ink-original Notice of Exercise shall be required,
nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. 
Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder
shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable
number of Warrant Shares purchased.  The Holder and the Company shall maintain records showing the number of Warrant
Shares purchased and the date of such purchases. The Holder, by acceptance of this Warrant, acknowledges and agrees that, by
reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of
Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.


 


ii.                   
Delivery of Warrant Shares Upon Exercise.  Subject to the terms and conditions hereof, this Warrant may
be exercised by the Holder if an exemption from registration under the Securities Act of 1933, as amended (the “Securities
Act”) is available for the disposition of the Warrant and the acquisition of the Warrant Shares by the Holder by (A)
delivery of the Notice of Exercise; and (B) in the event that (i) a registration statement covering the Warrant Shares that are
the subject of the Exercise Notice is available and effective; and (ii) the Holder is requesting certificates without a legend
regarding restrictions on transferability, delivery of the Certificate of Subsequent Sale, annexed hereto as Exhibit B (the
“Certificate of Subsequent Sale”), as such form may be amended and/or supplemented by the Company and the Transfer
Agent (as defined below), (the items under (A) and, as applicable, (B) above, the (“Exercise Delivery Documents”).
On or before the first Trading Day following the date on which the Company has received the Exercise Delivery Documents (the date
upon which the Company has received all of the Exercise Delivery Documents, the “Exercise Date”), the Company
shall transmit by facsimile or e-mail transmission an acknowledgment of confirmation of receipt of the Exercise Delivery Documents
to the Holder and the Company’s transfer agent for the Common Stock (the “Transfer Agent”). The Company
shall deliver any objection to the Exercise Delivery Documents on or before the first Trading Day following the Exercise Date.
Unless the Company has delivered an objection to the Exercise Delivery Documents or the Holder has not delivered the applicable
Aggregate Exercise Price within one (1) Trading Day following the Exercise Date, the Company shall on the third Trading Day following
the Exercise Date (the “Warrant Share Delivery Date”) (X) provided that the Transfer Agent is participating
in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program (the “FAST Program”)
and so long as the certificates therefor are not required to bear a legend regarding restrictions on transferability, upon the
request of the Holder, credit such aggregate number of shares of Common Stock to which the Holder is entitled pursuant to such
exercise to the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian service;
or (Y), if the Transfer Agent is not participating in the FAST Program or if the certificates are required to bear a legend regarding
restriction on transferability, issue and dispatch by overnight courier to the address as specified in the Exercise Notice, a certificate,
registered in the Company’s share register in the name of the Holder or its designee, for the number of shares of Common
Stock to which the Holder is entitled pursuant to such exercise. Upon the Exercise Date, the Holder shall be deemed for all corporate
purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective
of the date such Warrant Shares are credited to the Holder’s DTC account or the date of delivery of the certificates evidencing
such Warrant Shares, as the case may be.


 






     


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iii.                 
Delivery of New Warrants Upon Exercise.  If this Warrant shall have been exercised in part, the Company
shall, at the request of the Holder and upon surrender of this Warrant certificate, at the time of delivery of the Warrant Shares,
deliver to the Holder a new Warrant evidencing the rights of the Holder to purchase the unpurchased Warrant Shares called for by
this Warrant, which new Warrant shall in all other respects be identical with this Warrant.


 


iv.                 
Rescission Rights.  If the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant
Shares pursuant to Section 2(b)(ii) by the Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise.


 


v.                  
Compensation for Buy-In on Failure to Timely Deliver Warrant Shares Upon Exercise.  In addition to any
other rights available to the Holder, if the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares
pursuant to an exercise on or before the Warrant Share Delivery Date in accordance with the provisions of Section 2(b)(i) and (ii)
above, and if after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) or
the Holder’s brokerage firm otherwise purchases pursuant to such Holder’s instruction, shares of Common Stock to deliver
in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon such exercise (a “Buy-In”),
then the Company shall pay in cash to the Holder the amount, if any, by which (x) the Holder’s total purchase price (including
brokerage commissions, if any) for the shares of Common Stock purchased to cover a Buy-In exceeds (y) the amount obtained by multiplying
(1) the number of Warrant Shares that the Company was required to deliver to the Holder in connection with the exercise at issue
times (2) the price at which the sell order giving rise to such purchase obligation was executed. For example, if the Holder
purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of shares
of Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (A) of the immediately
preceding sentence, then the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice
indicating the amounts payable to the Holder in respect of the Buy-In and, upon request of the Company, evidence of the amount
of such loss.  Nothing herein shall limit a Holder’s right to pursue any other remedies available to it hereunder,
at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the
Company’s failure to timely deliver Warrant Share upon exercise of the Warrant as required pursuant to the terms hereof.


 


vi.                 
No Fractional Shares or Scrip.  No fractional shares or scrip representing fractional shares shall be issued
upon the exercise of this Warrant.  As to any fraction of a share which the Holder would otherwise be entitled to purchase
upon such exercise, the Company shall, at its election, either pay a cash adjustment in respect of such final fraction in an amount
equal to such fraction multiplied by the Exercise Price or round up to the next whole share.


 


 






     


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vii.               
Charges, Taxes and Expenses.  Issuance of the Warrant Shares shall be made without charge to the Holder
for any issue or transfer tax or other incidental expense in respect of the issuance of such Warrant Shares, all of which taxes
and expenses shall be paid by the Company, and such Warrant Shares shall be issued in the name of the Holder or in such name or
names as may be directed by the Holder; provided, however, that in the event Warrant Shares are to be issued in a name other
than the name of the Holder, this Warrant when surrendered for exercise shall be accompanied by the Assignment Form attached hereto
duly executed by the Holder and the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it
for any transfer tax incidental thereto.  The Company shall pay all Transfer Agent fees required for same-day processing
of any Notice of Exercise.


 


viii.              
Closing of Books.  The Company will not close its stockholder books or records in any manner which prevents
the timely exercise of this Warrant, pursuant to the terms hereof.


 


c)                  
Holder’s Exercise Limitations.  The Company shall not effect any exercise of this Warrant, and a
Holder shall not have the right to exercise any portion of this Warrant, pursuant to Section 2(b)(ii) or otherwise, to the extent
that after giving effect to such issuance after exercise as set forth on the applicable Notice of Exercise, the Holder (together
with the Holder’s Affiliates, and any other Persons acting as a group together with the Holder or any of the Holder’s
Affiliates, the “Attribution Parties”), would beneficially own in excess of the Beneficial Ownership Limitation
(as defined below).  For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the
Holder and its Affiliates and Attribution Parties shall include the number of shares of Common Stock issuable upon exercise of
this Warrant with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which
would be issuable upon (i) exercise of the remaining, nonexercised portion of this Warrant beneficially owned by the Holder or
any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or nonconverted portion of any
other securities of the Company (including, without limitation, any other  Common Stock Equivalents) subject to a limitation
on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates
or Attribution Parties.  Except as set forth in the preceding sentence, for purposes of this Section 2(c), beneficial ownership
shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder,
it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with
Section 13(d) of the Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith.   To
the extent that the limitation contained in this Section 2(c) applies, the determination of whether this Warrant is exercisable
(in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion
of this Warrant is exercisable shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall
be deemed to be the Holder’s determination of whether this Warrant is exercisable (in relation to other securities owned
by the Holder together with any Affiliates and Attribution Parties) and of which portion of this Warrant is exercisable, in each
case subject to the Beneficial Ownership Limitation, and the Company shall have no obligation to verify or confirm the accuracy
of such determination.   In addition, a determination as to any group status as contemplated above shall be determined
in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder.  For purposes
of this Section 2(c), in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding
shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the Commission,
as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or
the Transfer Agent setting forth the number of shares of Common Stock outstanding.  Upon the written or oral request of a
Holder, the Company shall within two Trading Days confirm orally and in writing to the Holder the number of shares of Common Stock
then outstanding.  In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to
the conversion or exercise of securities of the Company, including this Warrant, by the Holder and its Affiliates and Attribution
Parties since the date as of which such number of outstanding shares of Common Stock was reported.  The “Beneficial
Ownership Limitation” shall be 4.99% of the number of shares of the Common Stock outstanding immediately after giving
effect to the issuance of shares of Common Stock issuable upon exercise of this Warrant.  The Holder, upon notice to
the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 2(c), provided that the Beneficial
Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately after giving
effect to the issuance of shares of Common Stock upon exercise of this Warrant held by the Holder and the provisions of this Section
2(c) shall continue to apply. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in
strict conformity with the terms of this Section 2(c) to correct this paragraph (or any portion hereof) which may be defective
or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary
or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor
holder of this Warrant.


 






     


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Section 3                      
Company’s Right to Call for Exercise. Subject to the terms and conditions set forth herein, and provided that
the Call Conditions are then met, if, prior to the Termination Date, (A) the VWAP of the Company’s Common Stock equals or
exceeds the Exercise Price of any Tranche of Warrant Shares (each, as applicable, a “Callable Tranche”) for
five (5) consecutive trading days (the “Measurement Period”), as may be adjusted for stock splits, stock dividends
and similar corporate events and (B) the Holder is not in possession of any information that constitutes, or might constitute,
material non-public information which was provided by the Company, then the Company shall have the right to require the Holder
to exercise any or all of the Warrants under any Callable Tranche(s) at an exercise price equal to the Exercise Price of such Callable
Tranche(s) up to an Aggregate Exercise Price of $350,000, upon written notice to the Holder (each, a “Call Notice”).
Except as otherwise provided in this Section 3, the Company is limited to one Call Notice per twenty (20) Trading Day period; provided,
however, that in the event the VWAP of the Company’s Common Stock during a Measurement Period exceeds or equals 200%
of the Exercise Price of a Callable Tranche, then the Company shall have the right to require the Holder to exercise additional
Warrants under such Callable Tranche(s) up to an Aggregate Exercise Price of $600,000 prior to the passage of such twenty (20)
trading day period. The Holder shall have the period from the date of the Call Notice until 5 p.m., Eastern time, on the tenth
(10th) day following the Call Notice (the “Call Date”) to exercise the Warrant pursuant to the terms hereof. Any Warrants
which have been identified for exercise in a Call Notice pursuant to the terms hereof but that remain unexercised by the Holder
on the Call Date, along with any other outstanding Warrants shall, at the option of the Company, terminate and be cancelled and
shall no longer entitle the Holder to exercise such Warrant or to receive any consideration therefor. “Call Conditions”
means (1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise as of 6:30 p.m. (New
York City time) on the Call Date, and (2) the Registration Statement shall be effective as to all Warrant Shares and the prospectus
thereunder available for use by the Holder for the resale of all such Warrant Shares, and (3) the Common Stock shall be listed
or quoted for trading on the Trading Market, and (4) there is a sufficient number of authorized shares of Common Stock for issuance
of all Warrant Shares. In no event shall the Holder be required to effect an exercise of the Warrant if such exercise would cause
the Holder to exceed the Beneficial Ownership Limitation described in Section 2(c) above. Any objection of the Holder to exercise
Warrants in accordance with this Section 3 due to the Beneficial Ownership Limitation (a “Call Objection Notice”) shall
be delivered to the Company within three (3) days following the Call Notice. The Company and the Holder shall use their commercially
reasonable best efforts to resolve the Call Objection Notice in a manner that is mutually agreeable to such parties by the Call
Date. If the Company rescinds or reduces the number of Warrant Shares included in a Call Notice based on a Call Objection Notice,
such rescinded or reduced Call Notice shall not be considered a Call Notice for purposes of the twenty (20) trading day period
described in this Section 3.


 


Section 4                      
Certain Adjustments.


 


a)                  
Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend
or otherwise makes 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
upon exercise of this Warrant), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines
(including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (iv) issues by
reclassification of shares of the Common Stock any shares of capital stock of the Company, then in each case the Exercise 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 immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding
immediately after such event, and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted
such that the aggregate Exercise Price of this Warrant shall remain unchanged.  Any adjustment made pursuant to this
Section 3(a) 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.


 






     


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b)                  
Pro Rata Distributions.  During such time as this Warrant is outstanding, if the Company shall declare
or make any dividend or other distribution of its assets (or rights to acquire its assets) to holders of shares of Common Stock,
by way of return of capital or otherwise (including, without limitation, any distribution of cash, stock or other securities, property
or options by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction),
other than the dividends or other distributions pursuant to Section 4(a) above (a “Distribution”), at any time
after the issuance of this Warrant, then, in each such case, the Holder shall be entitled to participate in such Distribution to
the same extent that the Holder would have participated therein if the Holder had held the number of shares of Common Stock acquirable
upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, including without limitation, the
Beneficial Ownership Limitation) immediately before the date of which a record is taken for such Distribution, or, if no such record
is taken, the date as of which the record holders of shares of Common Stock are to be determined for the participation in such
Distribution (provided, however, to the extent that the Holder's right to participate in any such Distribution would result
in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Distribution
to such extent (or in the beneficial ownership of any shares of Common Stock as a result of such Distribution to such extent) and
the portion of such Distribution shall be held in abeyance for the benefit of the Holder until such time, if ever, as its right
thereto would not result in the Holder exceeding the Beneficial Ownership Limitation).


 


c)                  
Fundamental Transaction. If, at any time while this Warrant is outstanding, (i) the Company, directly or indirectly,
in one or more related transactions effects any merger or consolidation of the Company with or into another Person as a result
of which transaction, the stockholders of the Company as of a time immediately prior to such transaction no longer hold at least
50% of the voting securities of the surviving entity, (ii) the Company, directly or indirectly, effects any sale, lease, license,
assignment, transfer, conveyance or other disposition of all or substantially all of its assets in one or a series of related transactions,
(iii) any, direct or indirect, purchase offer, tender offer or exchange offer (whether by the Company or another Person) is completed
pursuant to which holders of Common Stock are permitted to sell, tender or exchange their shares for other securities, cash or
property and has been accepted by the holders of 50% or more of the outstanding Common Stock, (iv) the Company, directly or indirectly,
in one or more related transactions effects any reclassification, reorganization or recapitalization 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, or (v) the Company, directly or indirectly, in one or more related transactions consummates a stock or share purchase
agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme
of arrangement) with another Person or group of Persons whereby such other Person or group acquires more than 50% of the outstanding
shares of Common Stock (not including any shares of Common Stock held by the other Person or other Persons making or party to,
or associated or affiliated with the other Persons making or party to, such stock or share purchase agreement or other business
combination) (each a “Fundamental Transaction”), then, upon any subsequent exercise of this Warrant, the Holder
shall have the right to receive, for each Warrant Share that would have been issuable upon such exercise immediately prior to the
occurrence of such Fundamental Transaction (without regard to any limitation in Section 2(c) on the exercise of this Warrant),
the number of shares of Common Stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation,
and any additional consideration (the “Alternate Consideration”) receivable as a result of such Fundamental
Transaction by a holder of the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such
Fundamental Transaction (without regard to any limitation in Section 2(c) on the exercise of this Warrant).  For purposes
of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration
based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction,
and the Company shall apportion the Exercise 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 exercise of this Warrant following such Fundamental Transaction.
The Company shall cause any successor entity in a Fundamental Transaction in which the Company is not the survivor (the
“Successor Entity”) to assume all of the obligations of the Company under this Warrant. Upon the occurrence
of any such Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the
date of such Fundamental Transaction, the provisions of this Warrant and the other Transaction Documents referring to the “Company”
shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the
obligations of the Company under this Warrant and the other Transaction Documents with the same effect as if such Successor Entity
had been named as the Company herein.


 






     


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d)                  
Calculations. All calculations under this Section 4 shall be made to the nearest cent or the nearest 1/100th of a
share, as the case may be. For purposes of this Section 4, the number of shares of Common Stock deemed to be issued and outstanding
as of a given date shall be the sum of the number of shares of Common Stock (excluding treasury shares, if any) issued and outstanding.


 


e)                  
Notice to Holder.


 


i.                    
Adjustment to Exercise Price. Whenever the Exercise Price is adjusted pursuant to any provision of this Section 4,
the Company shall promptly deliver to the Holder a notice by facsimile or email setting forth the Exercise Price after such adjustment
and any resulting adjustment to the number of Warrant Shares and setting forth a brief statement of the facts requiring such adjustment.


 


ii.                   
Notice to Allow Exercise by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever
form) 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, or any compulsory share exchange whereby the Common Stock
is converted into other securities, cash or property, or (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 cause to be delivered to the Holder
by facsimile or email at its last contact as it shall appear upon the Warrant Register of the Company, at least 20 calendar days
prior to the applicable record or effective date hereinafter specified, 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 deliver such notice or any defect therein
or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice.  To
the extent that any notice provided hereunder constitutes, or contains, material, non-public information regarding the Company
or any of the Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a Current Report
on Form 8-K or other applicable form.  The Holder shall remain entitled to exercise this Warrant during the period commencing
on the date of such notice to the effective date of the event triggering such notice except as may otherwise be expressly set forth
herein.


 


Section 5                      
Transfer of Warrant.


 


a)                  
Transferability.  The Warrant shall not be transferrable unless a transfer is (i) registered pursuant to
an effective registration statement under the Securities Act and under applicable state securities or blue sky laws or (ii) eligible
for resale without volume or manner-of-sale restrictions or current public information requirements pursuant to Rule 144 or (iii)
transferred to an affiliate of the Holder for no consideration.


 


b)                  
New Warrants. This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid
office of the Company, together with a written notice specifying the names and denominations in which new Warrants are to be issued,
signed by the Holder or its agent or attorney.  Subject to compliance with Section 4(a), as to any transfer which may
be involved in such division or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the
Warrant or Warrants to be divided or combined in accordance with such notice. All Warrants issued on transfers or exchanges shall
be dated the initial issuance date of this Warrant and shall be identical with this Warrant except as to the number of Warrant
Shares issuable pursuant thereto.


 


c)                  
Warrant Register. The Company shall register this Warrant, upon records to be maintained by the Company for that
purpose (the “Warrant Register”), in the name of the record Holder hereof from time to time.  The
Company may deem and treat the registered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof
or any distribution to the Holder, and for all other purposes, absent actual notice to the contrary.


 






     


    Page 8 of 13


    

 


d)                  
Representation by the Holder.  The Holder, by the acceptance hereof, represents and warrants that it is
acquiring this Warrant and, upon any exercise hereof, will acquire the Warrant Shares issuable upon such exercise, for its own
account and not with a view to or for distributing or reselling such Warrant Shares or any part thereof in violation of the Securities
Act or any applicable state securities law, except pursuant to sales registered or exempted under the Securities Act.


 


Section 6                      
Registration Rights. The Company will file a registration statement under the Securities Act covering the resale
of the Warrant Shares by the Holder (the “Registration Statement”) within fifteen (15) days after the Initial
Exercise Date and will use its commercially reasonable efforts to have the Registration Statement declared effective by the Securities
and Exchange Commission promptly thereafter. The Company shall bear all its fees and expenses attendant to filing the registration
statement. The Company shall use its commercially reasonable efforts to cause any Registration Statement filed pursuant hereto
to remain effective for a period of at least twelve (12) consecutive months from the date the Securities and Exchange Commission
initially declares the Registration Statement effective. The Company will promptly notify the Holder when the Registration Statement
cannot be used to sell the Warrant Shares and will promptly notify the Holder when the Registration Statement is again available
to sell the Warrant Shares. The Holder shall only use the prospectuses provided by the Company to sell the shares covered by the
Registration Statement, and will immediately cease to use any prospectus furnished by the Company if the Company advises the Holder
that such prospectus may no longer be used due to a material misstatement or omission.


 


Section 7                      
Miscellaneous.


 


a)                  
No Rights as Stockholder Until Exercise.  Without prejudice to the rights of the Holder in respect of distributions
and dividends as set forth in Section 4(a) and 4(b) above, this Warrant does not entitle the Holder to any voting rights,
dividends or other rights as a stockholder of the Company prior to the exercise hereof as set forth in Section 2.


 


b)                  
Loss, Theft, Destruction or Mutilation of Warrant. The Company covenants that upon receipt by the Company of evidence
reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Warrant or any stock certificate relating to
the Warrant Shares and an agreement, in a form reasonably satisfactory by the Company, by the Holder of this Warrant or such Warrant
Shares to indemnify the Company with respect to the issuance of such replacement certificate or instrument, and in case of loss,
theft or destruction, of indemnity or security reasonably satisfactory to it (which, in the case of the Warrant, shall not include
the posting of any bond), and upon surrender and cancellation of such Warrant or stock certificate, if mutilated, the Company will
make and deliver a new Warrant or stock certificate of like tenor and dated as of such cancellation, in lieu of such Warrant or
stock certificate.


 


c)                  
Saturdays, Sundays, Holidays, etc.  If the last or appointed day for the taking of any action or the expiration
of any right required or granted herein shall not be a Business Day, then, such action may be taken or such right may be exercised
on the next succeeding Business Day.


 


d)                  
Authorized Shares.


 


The Company covenants
that, during the period the Warrant is outstanding, it will reserve from its authorized and unissued Common Stock a sufficient
number of shares to provide for the issuance of the Warrant Shares upon the exercise of any purchase rights under this Warrant.  The
Company further covenants that its issuance of this Warrant shall constitute full authority to its officers who are charged with
the duty of executing stock certificates to execute and issue the necessary certificates for the Warrant Shares upon the exercise
of the purchase rights under this Warrant.  The Company will take all such reasonable action as may be necessary to assure
that such Warrant Shares may be issued as provided herein without violation of any applicable law or regulation, or of any requirements
of the Trading Market upon which the Common Stock may be listed.  The Company covenants that all Warrant Shares which
may be issued upon the exercise of the purchase rights represented by this Warrant will, upon exercise of the purchase rights represented
by this Warrant and payment for such Warrant Shares in accordance herewith, be duly authorized, validly issued, fully paid and
nonassessable and free from all taxes, liens and charges created by the Company in respect of the issue thereof (other than taxes
in respect of any transfer occurring contemporaneously with such issue).


 






     


    Page 9 of 13


    

 


Except and to the extent
as waived or consented to by the Holder, the Company shall not by any action, including, without limitation, amending its certificate
of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities
or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will
at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary
or appropriate to protect the rights of Holder as set forth in this Warrant against impairment.  Without limiting the
generality of the foregoing, the Company will (i) not increase the par value of any Warrant Shares above the amount payable therefor
upon such exercise immediately prior to such increase in par value, (ii) take all such action as may be necessary or appropriate
in order that the Company may validly and legally issue fully paid and nonassessable Warrant Shares upon the exercise of this Warrant
and (iii) use commercially reasonable efforts to obtain all such authorizations, exemptions or consents from any public regulatory
body having jurisdiction thereof, as may be, necessary to enable the Company to perform its obligations under this Warrant.


 


Before taking any action
which would result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or in the Exercise Price,
the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from any public
regulatory body or bodies having jurisdiction thereof.


 


e)                  
Jurisdiction; Governing Law. All questions concerning the construction, validity, enforcement and interpretation
of the Warrant 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 Warrant (whether brought against a party hereto or its respective
affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state
and federal courts sitting in the City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the
state and federal courts sitting in the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or
in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement
of the Warrant), and hereby irrevocably waives, and agrees not to assert in any Action or Proceeding, any claim that it is not
personally subject to the jurisdiction of any such court, that such Action or Proceeding is improper or is an inconvenient venue
for such Proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any
such 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 Agreement and agrees that such service shall constitute good
and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to
serve process in any other manner permitted by law. If any party hereto shall commence an Action or Proceeding to enforce any provisions
of the Warrant, then the prevailing party in such Action or Proceeding shall be reimbursed by the non-prevailing party for its
reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such
Action or Proceeding.


 


f)                   
Restrictions.  The Holder acknowledges that the Warrant Shares acquired upon the exercise of this unregistered
Warrant will have restrictions upon resale imposed by state and federal securities laws.


 


g)                  
Nonwaiver and Expenses.  No course of dealing or any delay or failure to exercise any right hereunder on
the part of Holder shall operate as a waiver of such right or otherwise prejudice the Holder’s rights, powers or remedies.  Without
limiting any other provision of this Warrant, if the Company willfully and knowingly fails to comply with any provision of this
Warrant, which results in any material damages to the Holder, the Company shall pay to the Holder such amounts as shall be sufficient
to cover any costs and expenses including, but not limited to, reasonable attorneys’ fees, including those of appellate proceedings,
incurred by the Holder in collecting any amounts due pursuant hereto or in otherwise enforcing any of its rights, powers or remedies
hereunder.


 


h)                  
Notices.  Any and all notices or other communications or deliveries required or permitted to be provided
hereunder shall be in writing and shall be deemed given and effective on the earliest of: (a) the date of transmission, if such
notice or communication is delivered via facsimile at the facsimile number or email attachment as set forth on the signature pages
attached hereto at or prior to 5:30 p.m. (New York City time) on a Trading Day, (b) the next Trading Day after the date of transmission,
if such notice or communication is delivered via facsimile at the facsimile number or email attachment as set forth on the signature
pages attached hereto on a day that is not a Trading Day or later than 5:30 p.m. (Eastern Time) on any Trading Day, (c) the second
(2nd) Trading Day following the date of mailing, if sent by U.S. nationally recognized overnight courier service or
(d) upon actual receipt by the party to whom such notice is required to be given. The address for such notices and communications
shall be as set forth below. To the extent that any notice constitutes, or contains, material, non-public information regarding
the Company or any of the Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a Current
Report on Form 8-K.


 






     


    Page 10 of 13


    

 


To the Company:


James Nathanielsz,
Chief Executive Officer


PO Box 114,
Camberwell, Vic, 3124


Australia


Email:
j.nathanielsz@propanc.com


Fax:    +6139882-9969


 


 


To the Holder:


Joshua Sason,
Director


Magna


40 Wall Street,
58th Floor


New York, New
York 10005


Email:Research@Mag.na


Fax:   646-737-9948


 


i)                    
Limitation of Liability.  No provision hereof, in the absence of any affirmative action by the Holder to
exercise this Warrant to purchase Warrant Shares, and no enumeration herein of the rights or privileges of the Holder, shall give
rise to any liability of the Holder for the purchase price of any Common Stock or as a stockholder of the Company, whether such
liability is asserted by the Company or by creditors of the Company.


 


j)                   
Remedies.  The Holder, in addition to being entitled to exercise all rights granted by law, including recovery
of damages, will be entitled to specific performance of its rights under this Warrant.  The Company agrees that monetary
damages would not be adequate compensation for any loss incurred by reason of a breach by it of the provisions of this Warrant
and hereby agrees to waive and not to assert the defense in any action for specific performance that a remedy at law would be adequate.


 


k)                  
Successors and Assigns.  Subject to applicable securities laws, this Warrant and the rights and obligations
evidenced hereby shall inure to the benefit of and be binding upon the successors and permitted assigns of the Company and the
successors and permitted assigns of Holder.  The provisions of this Warrant are intended to be for the benefit of any
Holder from time to time of this Warrant and shall be enforceable by the Holder or holder of Warrant Shares.


 


l)                    
Amendment.  This Warrant may be modified or amended or the provisions hereof waived with the written consent
of the Company and the Holder.


 


m)                
Severability.  Wherever possible, each provision of this Warrant shall be interpreted in such manner as
to be effective and valid under applicable law, but if any provision of this Warrant shall be prohibited by or invalid under applicable
law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of
such provisions or the remaining provisions of this Warrant.


 


n)                  
Headings.  The headings used in this Warrant are for the convenience of reference only and shall not, for
any purpose, be deemed a part of this Warrant.


 


 


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


 


(Signature Page Follows)


 




     


    Page 11 of 13


    

 


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


  


	Propanc Health Group Corporation	 
	 	 
	 	 
	By:	/s/ James Nathanielsz	 
	 	Name: James Nathanielsz	 
	 	Title: Chief Executive Officer	 


 





 


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


 




     


     


    

 


EXHIBIT A


NOTICE OF EXERCISE


 


TO:           Propanc
Health Group Corporation


 


(1)                
As indicated below, the undersigned hereby elects to purchase the Warrant Shares of the Company pursuant to the terms of
the attached Warrant (only if exercised in full), and tenders herewith payment of the exercise price in full, together with all
applicable transfer taxes, if any.


 


	Number of Shares	Tranche	Exercise Price Per Share
	 	 	 	First Tranche	$0.012
	 	 	 	Second Tranche	$0.014
	 	 	 	Third Tranche	$0.016
	 	 	 	Fourth Tranche	$0.018
	 	 	 	Fifth Tranche	$0.020


 


 


(2)                
Please issue a certificate or certificates representing said Warrant Shares in the name of the undersigned or in such other
name as is specified below:


 


_______________________________


 


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


 


_______________________________


 


_______________________________


 


 


(3)                
The undersigned represents and warrants that it (i) is acquiring the Warrant Shares for its own account and not with a view
towards distribution, (ii) has such knowledge, sophistication and experience in business and financial matters so as to be capable
of evaluating the merits and risks of the prospective investment in the Warrant Shares and has so evaluated such merits and risks,
(iii) is able to bear the economic risk of the investment in the Warrant Shares and (iv) has been given the opportunity to access
such information regarding the Company to make an informed investment decision with respect to the Warrant Shares.


 


[SIGNATURE OF HOLDER]


 





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







           




    A-1


     


    

 


EXHIBIT B


 


CERTIFICATE OF SUBSEQUENT SALE


 


Corporation Stock Transfer, Inc.


3200 Cherry Creek South Drive


Denver, Colorado 80209


Attn: H. Daniel Bell


Via e-mail: dbell@corporatestock.com


 


Harter Secrest & Emery LLP


1600 Bausch & Lomb Place


Rochester, New York 14604


Via e-mail: amcclean@hselaw.com


 


	Re:	Propanc Health Group Corporation – Removal of Legends on Shares of Common Stock

Resale Registration Statement on Form S-1 (File No. 333-_ _ _ _ _ _ _)


 


	1.	In connection with the Registration Statement on Form S-1 (File No. -_ _ _ _ _ _ _)(the “Registration Statement”), the undersigned hereby requests that Corporation Stock Transfer, Inc.:


 


	 	 ̈	remove the restrictive legend from ________ shares of common stock, par value $0.001 per share, of Propanc Health Group Corporation (“Common Stock”), evidenced by certificate number(s) ____ , on the basis that such shares of Common Stock have been registered for resale under the Registration Statement.


 


OR


 


	 	 ̈	in connection with the exercise of the undersigned’s Warrant(s) to Purchase Common Stock, issue __________ shares of Common Stock without a restrictive legend on the basis that such shares of Common Stock have been registered for resale under the Registration Statement.


 


	2.	In connection with the foregoing request, the undersigned hereby represents and warrants to Corporation Stock Transfer, Inc. and Harter Secrest & Emery LLP that such shares of Common Stock were offered in accordance the plan of distribution contained in the Registration Statement and in compliance with the prospectus delivery requirements under the Securities Act of 1933, as amended, and the undersigned has initiated a valid sale order with its broker with respect to such shares.


 


	 	 	 
	 	(Name of Selling Stockholder)	 
	 	 	 	 
	 	By:	 	 
	 	 	Name:	 
	 	 	Title:	 


 






    B-1