Exhibit 10.1


 








 


August 3, 2016


 


Delafield Investments Limited


40 Wall Street, 58th Floor


New York, New York 10005


Attn: Joshua Sason


 


		Re:	Extension of Debenture



 


To Whom It May Concern:


 


We are pleased to offer
to you (1) a Five Month Common Stock Purchase Warrant to purchase in five tranches, at exercise prices between $0.012 and $0.020
per share, up to 200,000,000 shares of common stock, par value $0.001 per share (the “Common Stock”) of Propanc
Health Group Corporation (the “Company”) and (2) a Two Year Common Stock Purchase Warrant to purchase up to
40,000,000 shares of Common Stock at an exercise price of $0.10 per share (collectively, the Warrants”) in consideration
for extending the Maturity Date of the Debenture issued under the securities purchase agreement, dated October 28, 2015 as amended
on March 11, 2016 by addendum and by letter agreement on July 1, 2016 (the “Purchase Agreement”), by and between
you and the Company. The shares of Common Stock underlying the Warrants (“Warrant Shares”) will be registered
for resale pursuant to a registration statement on Form S-1 pursuant to the Securities Act of 1933, as amended (the “Securities
Act”).  Capitalized terms not otherwise defined herein shall have the meanings set forth in the Purchase Agreement.


 


In consideration for
issuing the Warrant to you, it is understood that you will extend the maturity date of the Debenture until February 28, 2017 (the
“Maturity Date”) and agree that no interest will accrue under the Debenture from October 28, 2016 through the
Maturity Date (provided that all accrued but unpaid interest prior to October 28, 2016 shall be due and payable pursuant to the
terms of the Debenture).


 


Additionally, the parties
hereby agree to their respective representations, warranties and covenants set forth on Annex A attached hereto.


 


To accept this offer,
Holder must counter execute this letter agreement and return the fully executed agreement to the Company at e-mail: j.nathanielsz@propanc.com,
with a copy to amcclean@hselaw.com on or before 5:00 pm ET on August 3, 2016.


 


 





Level
2, 555 Riversdale Road, Camberwell, Victoria, 3124, Australia ž P +61 3 9882 0780
ž F + 61 3 9882 9969 ž propanc.com







 




     


     


    

 


Please do not hesitate
to call me if you have any questions.


  


	 	Sincerely
yours,


	 	 
	 	PROPANC HEALTH GROUP CORP.
	 	 	 
	 	By:	/s/ James Nathanielsz
	 	Name:	James Nathanielsz
	 	Title	CEO


 


 


Accepted and Agreed to:


 


	Name of Holder: 	Delafield Investments Limited
	Signature of Authorized Signatory of Holder:	/s/ James Keyes
	Name of Authorized Signatory:	Jamse Keyes
	Title of Authorized Signatory:	Director


 


 


	Name of Holder: 	Delafield
    Investments Limited
	Signature of Authorized Signatory of Holder:	/s/ Michael Abitebol
	Name of Authorized Signatory:	Michael Abitebol
	Title of Authorized Signatory:	Director


 




     


     


    

 


Annex A


 


Representations, Warranties and Covenants
of the Company. The Company hereby makes the following representations and warranties to the undersigned (Capitalized terms
not otherwise defined herein shall have the meanings set forth in the Purchase Agreement):


 


(a)               
Subsidiaries. The Company owns, directly or indirectly, all of the capital stock or other equity interests of its
subsidiaries, Propanc PTY Ltd. and Propanc (UK) Limited (the “Subsidiaries”), free and clear of any Liens, and all
of the issued and outstanding shares of capital stock of each Subsidiary is validly issued and are fully paid, non-assessable and
free of preemptive and similar rights to subscribe for or purchase securities.


 


(b)              
Organization and Qualification. Each of the Company and its Subsidiaries is duly incorporated or otherwise organized,
validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization, with the requisite
power and authority to own and use its properties and assets and to carry on its business as currently conducted. None of the Company
nor its Subsidiaries is in violation nor default of any of the provisions of its respective certificate or articles of incorporation,
bylaws or other organizational or charter documents. Each of the Company and its Subsidiaries is duly qualified to conduct business
and is in good standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted
or property owned by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as
the case may be, could not have or reasonably be expected to result in: (i) a material adverse effect on the legality, validity
or enforceability of the Warrant or any Transaction Document, (ii) a material adverse effect on the results of operations, assets,
business, prospects or condition (financial or otherwise) of the Company and its Subsidiaries, taken as a whole, or (iii) a material
adverse effect on the Company’s ability to perform in any material respect on a timely basis its obligations under the Warrant
or any Transaction Document (any of (i), (ii) or (iii), a “Material Adverse Effect”) and no Proceeding has been instituted
in any such jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or curtail such power and authority or qualification.


 


(c)               
 Issuance of the Securities. The Warrants when duly executed and delivered in accordance with the terms of this
letter agreement will constitute valid and binding obligations of the Company. The Warrant Shares, when issued in accordance with
the terms of the Warrants, will be validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company
other than restrictions on transfer provided for in the Warrants. The Company has reserved from its duly authorized capital stock
a number of shares of Common Stock for issuance of the Warrant Shares on the date hereof.


 


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


 






     


     


    

 


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


 


(f)               
SEC Reports; Financial Statements. The Company has filed all reports,
schedules, forms, statements and other documents required to be filed by the Company under the Securities Act and the Exchange
Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or such shorter period
as the Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto
and documents incorporated by reference therein, being collectively referred to herein as the “SEC Reports”) on a timely
basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any
such extension. As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Securities
Act and the Exchange Act, as applicable, and none of the SEC Reports, when filed, contained any untrue statement of a material
fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in
the light of the circumstances under which they were made, not misleading. The Company has never been an issuer subject to Rule
144(i) under the Securities Act. The financial statements of the Company included in the SEC Reports comply in all material respects
with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the
time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles
applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial
statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP,
and fairly present in all material respects the financial position of the Company and Propanc PTY Ltd. as of and for the dates
thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements,
to normal, immaterial, year-end audit adjustments.


 






     


     


    

 


(g)              
Investment Company. The Company is not, and is not an Affiliate of, and immediately after receipt of payment for
the Securities, will not be or be an Affiliate of, an “investment company” within the meaning of the Investment Company
Act of 1940, as amended. The Company shall conduct its business in a manner so that it will not become an “investment company”
subject to registration under the Investment Company Act of 1940, as amended.


 


Representations,
Warranties and Covenants of the undersigned. The undersigned hereby represents, warrants and covenants as of the date hereof
to the Company as follows (unless as of a specific date therein, in which case they shall be accurate as of such date):


 


                                                
(a)              
Organization and Qualification. The undersigned is an entity duly incorporated or otherwise organized, validly existing
and in good standing under the laws of the jurisdiction of its incorporation or organization, with the requisite power and authority
to own and use its properties and assets and to carry on its business as currently conducted. The undersigned is not in violation
or default of any of the provisions of its respective certificate or articles of incorporation, bylaws or other organizational
or charter documents.


 


                                               
(b)              
Authorization; Enforcement. The undersigned has the requisite corporate power and authority to enter into and to
consummate the transactions contemplated by this letter agreement and otherwise to carry out its obligations hereunder and thereunder.
The execution and delivery of this letter agreement by the undersigned and the consummation by the undersigned of the transactions
contemplated hereby have been duly authorized by all necessary action on the part of the undersigned and no further action is required
by the undersigned, its governing body or owners in connection therewith. This letter agreement has been duly executed by the undersigned
and, when delivered in accordance with the terms hereof, will constitute the valid and binding obligation of the undersigned enforceable
against the undersigned in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy,
insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally,
(ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and
(iii) insofar as indemnification and contribution provisions may be limited by applicable law.


 


                                                
(c)              
No Conflicts. The execution, delivery and performance of this letter agreement by the undersigned and the consummation
by the undersigned of the transactions contemplated hereby do not and will not: (i) conflict with or violate any provision of the
undersigned’s certificate or articles of incorporation, bylaws or other organizational or charter documents; or (ii) conflict
with or result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court
or governmental authority to which the undersigned is subject (including federal and state securities laws and regulations), or
by which any property or asset of the Company is bound or affected.


 


                                               
(d)              
Compliance with Securities Act. The undersigned understands and agrees that the Warrant and exercise of the Warrant
has not been registered under the Securities Act or any applicable state securities laws by reason of their issuance in a transaction
that does not require registration under the Securities Act (based in part on the accuracy of the representations and warranties
of Subscriber contained herein), and that the Warrant and Warrant Shares must be held indefinitely unless a subsequent disposition
is registered under the Securities Act or any applicable state securities laws or is exempt from such registration.


 






     


     


    

 


                                                
(e)              
Own Account. The undersigned understands that the Warrants and the Warrant Shares are “restricted securities”
and have not been registered under the Securities Act or any applicable state securities law and is acquiring the Warrants and
Warrant Shares as principal for its own account and not with a view to or for distributing or reselling such Warrants or Warrant
Shares or any part thereof in violation of the Securities Act or any applicable state securities law, has no present intention
of distributing any of the Warrants or Warrant Shares in violation of the Securities Act or any applicable state securities law
and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution
of the Warrants or Warrant Shares in violation of the Securities Act or any applicable state securities law. The undersigned is
acquiring the Warrants hereunder in the ordinary course of its business.


 


                                                
(f)              
Experience of the Undersigned. The undersigned, either alone or together with its representatives, 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 and has so evaluated the merits and risks of such investment. The undersigned is able to bear the economic
risk of an investment in the Warrant and, at the present time, is able to afford a complete loss of such investment.


 


                                               
(g)              
Access to Information. The undersigned acknowledges that it has had the opportunity to review the Warrant and the
Transaction Documents (including all exhibits and schedules thereto) and the SEC Reports and has been afforded (i) the opportunity
to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the
terms and conditions of the offering of the Warrant and the merits and risks of investing in the Warrant; (ii) access to information
about the Company and its financial condition, results of operations, business, properties, management and prospects sufficient
to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses
or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to
the investment. 


 


                                               
(h)              
No Market Manipulation. The undersigned has not taken, and will not take, directly or indirectly, any action designed
to, or that might reasonably be expected to, cause or result in stabilization or manipulation of the price of the Common Stock
or affect the price at which the Warrant may be issued or resold.


 


                                                 
(i)              
Risk of Loss. The undersigned acknowledges that there may be no market for the Warrant and that the undersigned
may not be able to sell or dispose of the Warrant or Warrant Shares; the Subscriber has liquid assets sufficient to assure that
its investment will cause no undue financial difficulties and that, after subscribing for the Warrant the undersigned will be
able to provide for any foreseeable current needs and contingencies. The undersigned is financially able to bear the economic
risk of this investment, including the ability to hold the Warrant indefinitely or to afford a complete loss of the Subscriber’s
investment in the Warrant.