Exhibit
10.4


 


THIS
UNIT PURCHASE AGREEMENT (the “Agreement”) is entered into by and among Regen Biopharma, Inc., a Nevada corporation
(the “Company”) whose address is 4700 Spring Street, St 304, La Mesa, California 91942 and __________( “Purchaser”),
a _______ whose address is _____________. 


WHEREAS:


The
Purchaser desires to purchase units (“Units”) of securities of the Company in accordance with the terms and conditions
set forth herein.


The
Company desires to issue and sell Units to the Purchaser in accordance with the terms and conditions set forth herein.


THEREFORE,
IT IS AGREED AS FOLLOWS


	 	1.	Units


 


Each
Unit shall consist of one ( 1) shares of the common stock of the Company and three (3) shares of the Series A Preferred Stock
of the Company


	 	2.	Purchase
    Price


 


The
purchase price per Unit ( “Purchase Price”), payable in US Dollars, shall be 5 cents per unit.(Each Unit consists
of one share of common and three shares of the Series A Preferred Stock of the Company)


	 	3.	Form
    of Payment


 


The
Purchaser shall pay the Purchase Price per Unit multiplied by that number of Units Purchased by wire transfer of immediately available
funds to the Company


	WIRE
    INSTRUCTIONS:	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 


 


	 	4.	Issuance
    of Units


 


5
business days subsequent to receipt of payment of the Purchase Price the Company shall issue to the Purchaser that number of Units
purchased 


	 	5.	Purchaser’s
    Representations and Warranties


 


	 	(a)	As
    of the date hereof, the Purchaser is purchasing the Units for its own account and not with a present view towards the public
    sale or distribution thereof, except pursuant to sales registered or exempted from registration under the Securities Act of
    1933, as amended ( the “Act”). 


 


	 	(b)	The
    Purchaser is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D promulgated under
    the Act


 


	 	(c)	The
    Purchaser and its advisors, if any, have been, furnished with all materials relating to the business, finances and operations
    of the Company and materials relating to the offer and sale of the Units which have been requested by the Purchaser or its
    advisors. Notwithstanding the foregoing, the Company has not disclosed to the Purchaser any material nonpublic information
    and will not disclose such information unless such information is disclosed to the public prior to such disclosure to the
    Purchaser.


 


	 	(d)	Purchaser
    has the requisite power and authority to enter into and perform its obligations under this Agreement without the consent,
    approval or authorization of, or obligation to notify, any person, entity or governmental agency which consent has not been
    obtained.


 


	 	(e)	The
    execution, delivery and performance of this Agreement by Purchaser does not and shall not constitute Purchaser’s breach
    of any statute or regulation or ordinance of any governmental authority, and shall not conflict with or result in a breach
    of or default under any of the terms, conditions, or provisions of any order, writ, injunction, decree, contract, agreement,
    or instrument to which the Purchaser is a party, or by which Purchaser is or may be bound.


 


	 	6.	Company’s
    representations and warranties


 


	 	(a)	Company
    is a corporation duly organized, validly existing and in good standing under the laws of the state its incorporation and has
    the requisite corporate power and authority to enter into and perform its obligations under this Agreement without the consent,
    approval or authorization of, or obligation to notify, any person, entity or governmental agency which consent has not been
    obtained. 


 


	 	(b)	The
    execution, delivery and performance of this Agreement by Company does not and shall not constitute Company’s breach
    of any statute or regulation or ordinance of any governmental authority, and shall not conflict with or result in a breach
    of or default under any of the terms, conditions, or provisions of any order, writ, injunction, decree, contract, agreement,
    or instrument to which the Company is a party, or by which Company is or may be bound. 


 


	 	1	 




    	 



    	 



    

 


 


	 	7.	Restricted
    Securities Acknowledgement


 


Purchaser
acknowledges that any securities issued pursuant to this Agreement that shall not be registered pursuant to the Securities Act
of 1933 shall constitute “restricted securities” as that term is defined in Rule 144 promulgated under the Act , and
shall contain the following restrictive legend:


“THESE
SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR SECURITIES LAWS OF
ANY STATE AND MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION
UNDER THE ACT OR SUCH LAWS AND, IF REQUESTED BY THE COMPANY, UPON DELIVERY OF AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO
THE COMPANY THAT THE PROPOSED TRANSFER IS EXEMPT FROM THE ACT OR SUCH LAWS.”


	 	8.	Entire
    Agreement


 


This
Agreement constitutes a final written expression of all the terms of the Agreement between the parties regarding the subject matter
hereof, are a complete and exclusive statement of those terms, and supersedes all prior and contemporaneous Agreements, understandings,
and representations between the parties.


	 	9.	Governing
    Law, Venue, Waiver Of Jury Trial


 


All
questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed
and enforced in accordance with the internal laws of the State of California, without regard to the principles of conflicts of
law thereof. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in California
for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed
herein and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally
subject to the jurisdiction of any such court, that such suit, action or proceeding is improper or inconvenient venue for such
proceeding. If either party shall commence an action or proceeding to enforce any provisions of this Agreement, 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.


	 	2	 




    	 



    	 



    

 


 


IN
WITNESS WHEREOF, the parties have hereunto executed this Agreement on the 16th day of May, 2016.


	By:	 	 
	 	 	 
	Company	 	 
	 	 	 
	 	 	 
	 	 	 
	David
    Koos, CEO	 	 
	Regen
    Biopharma, Inc.	 	 
	 	 	 
	 	 	 
	Date:	 	 
	 	 	 
	Purchaser	 	 
	 	 	 
	 	 	 
	 	 	 
	By:	 	 
	Its:	 	 
	Date:
    6/13/2016	 	 
	 	 	 
	Number
    of Units Purchased:	1,095,000	 	 
	Total
    Purchase Price:	$54,750	 	 


 


	 	3