Exhibit 10.4


 


SETTLEMENT AGREEMENT AND STIPULATION


 


THIS SETTLEMENT AGREEMENT
and STIPULATION, dated as of July 18, 2014 (the "Agreement"), by and between plaintiff Tarpon Bay Partners LLC
(“TARPON”), and defendant PROPANC HEALTH GROUP CORPORATION (the “Company ”).


 


BACKGROUND:


 


WHEREAS,
the Company has bona fide outstanding liabilities in a principal amount of not less than $627,997.94;
and,


 


WHEREAS, these outstanding
liabilities are past due; and,


 


WHEREAS, TARPON acquired
these liabilities pursuant to certain Claim Purchase Agreement(s) entered into between it and the Company's creditors (as set forth
in Schedule A hereto); and,


 


WHEREAS, TARPON's acquisition
of these liabilities was accomplished with the agreement of the Company and in compliance with the provisions hereof; and,


 


WHEREAS, TARPON and
the Company desire to resolve, settle, and compromise these liabilities (hereinafter collectively referred to as the “Claims”).


 


NOW, THEREFORE, the
parties hereto agree as follows:


 


1.      Defined
Terms. As used in this Agreement, the following terms shall have the following meanings specified or indicated (such meanings
to be equally applicable to both the singular and plural forms of the terms defined):


 


"AGREEMENT"
shall have the meaning specified in the preamble hereof.


 




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“CLAIM
AMOUNT” shall mean $627,997.94.


 


"COMMON STOCK" shall mean the
Company's common stock, $0. 001 par value per share, and any shares of any other class of common stock whether now or hereafter
authorized, having the right to participate in the distribution of dividends (as and when declared) and assets (upon liquidation
of the Company).


 


“COURT” shall mean
the Circuit Court of the Second Judicial Circuit, Leon County,


Florida.


 


"DISCOUNT" shall mean
thirty five (35%) percent.


 


"DTC" shall have the
meaning specified in Section 3b.


 


"DWAC" shall have
the meaning specified in Section 3b.


 


"FAST" shall have
the meaning specified in Section 3b.


 


“GROSS PROCEEDS”
shall mean proceeds from sales of Settlement Shares (as defined below) by TARPON.


 


“NET
PROCEEDS” shall mean Gross Proceeds less all brokerage, clearing and delivery related fees and charges associated with the
generation of such Gross Proceeds, including but not limited to, commission and execution fees, ticket and deposit fees,
DTC and Non-DTC, transfer agent and clearing agent fees.


 


"PRINCIPAL MARKET"
shall mean the Nasdaq National Market, the Nasdaq SmallCap Market, the Over the Counter Bulletin Board, OTCXD, the American Stock
Exchange or the New York Stock Exchange, whichever is at the time the principal trading exchange or market for the Common Stock.


 




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“REMITTANCE AMOUNT” shall mean NET PROCEEDS
multiplied by one minus the Discount ((1 – 0.35) or 0.65).


 


“SELLER“ shall mean any individual
or entity listed on Schedule A, who originally owned the Claims.


 


“SETTLEMENT SHARES” shall have
the meaning specified in Section 3a.


 


"TRADING DAY" shall mean any
day during which the Principal Market shall be open for business.


 


"TRANSFER AGENT" shall mean the
transfer agent for the Common Stock (and to any substitute or replacement transfer agent for the Common Stock upon the Company's
appointment of any such substitute or replacement transfer agent).


 


2.      Fairness
Hearing. Upon the execution hereof, Company and TARPON agree, pursuant to Section 3(a)(10) of the Securities Act of 1933,
15 U.S.C. 77a, et seq. (as amended) (the “Securities Act”), and any applicable section of the General Statutes of
Florida, to promptly submit this Agreement to the Court for a hearing on the fairness of such terms and conditions herein set
forth, including, without limitation, the issuance, exempt from registration, of the Settlement Shares. This Agreement shall become
binding upon the parties only upon entry of an order by the Court approving this Agreement and the terms and conditions herein
set forth (the “Order”).


 




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3.      Settlement
Shares. a. Following entry of an Order by the Court in accordance with Paragraph 2 hereof and upon the delivery, by TARPON
and the Company, of the Stipulation of Dismissal (as defined below), the Company shall issue and deliver to TARPON shares of its
Common Stock (the “Settlement Shares”) in one or more tranches, as necessary, sufficient to generate proceeds such
that the aggregate Remittance Amount equals the Claim Amount, subject to the adjustment and ownership limitations set forth below.
In addition, upon entry of the Order, the Company shall issue to
TARPON shares of Common Stock with a value equal to Fifty Thousand Dollars ($50,000.00) (the “Fee Shares”). The Fee
Shares shall be issued pursuant to exemption provided for in Section 3(a)(10) of the Securities Act and shall be priced at seventy
five percent (75%) of the average of the closing bid prices for the Common Stock for the ten (10) trading days immediately preceding
the date of the Order.


 


b.      No later than the fifth Trading Day
following the date that the Court enters the Order, time being of the essence, the Company shall: (i) cause its legal counsel to
issue an opinion to the Company’s transfer agent, in form and substance reasonably acceptable to TARPON and such transfer
agent, that the shares of Common Stock to be issued as the initial issuance and any additional issuance are legally issued, fully
paid and non-assessable, are exempt from registration under the Securities Act, may be issued without restrictive legend, and may
be resold by TARPON without restriction; and, (ii) issue the Fee Shares and the Settlement Shares, in tranches as necessary, by
physical delivery, or as Direct Registration Systems (DRS) shares to TARPON’s account with The Depository Trust Company (DTC)
or through the Fast Automated Securities Transfer (FAST) Program of DTC’s Deposit/Withdrawal Agent Commission (DWAC) system,
without any legends or restriction on transfer. The date upon which the first tranche of the Settlement Shares are deposited into
TARPON’s account and are available for sale by TARPON shall be referred to as the “Issuance Date."


 




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c.      The Company shall deliver to TARPON,
through the initial tranche and any required additional tranches, that number of Settlement Shares, the proceeds from the sale
of which shall generate an aggregate Remittance Amount equal to the Claim Amount. Following the sale and settlement of each tranche
of Settlement Shares issued by the Company to TARPON, TARPON shall cause to be disbursed the Remittance Amount associated with
such tranche to Sellers in accordance with the Claim Purchase Agreements. To the extent that the Company issues Settlement Shares
in excess of that necessary to satisfy the Claim Amount, TARPON shall return any excess Settlement Shares to the Company for retirement
to treasury stock. The parties reasonably estimate that the fair market value of the Settlement Shares and the Fee Shares to be
received by TARPON will be in an aggregate approximate amount of $1,033,000.00. The parties acknowledge that the number of Settlement
Shares to be issued pursuant to this Agreement is indeterminable as of the date of its execution, and could well exceed the current
existing number of shares outstanding as of the date of its execution.


 


d.     Notwithstanding anything to the contrary
contained herein, the Settlement Shares beneficially owned by TARPON at any given time shall not exceed the number of such shares
that, when aggregated with all other shares of the Company's Common Stock then beneficially owned by TARPON, or deemed beneficially
owned by TARPON, would result in TARPON's owning more than 9.99% of all of such Common Stock as would then be outstanding, as determined
in accordance with Section 16 of the Securities Exchange Act of 1934, 15 U.S.C. § 78a, et seq. (as amended) (the "Securities
Exchange Act") and the regulations promulgated thereunder. In compliance therewith, the Company agrees to deliver the Initial
Issuance and any additional issuances in one or more tranches.


 




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4.      Necessary Action. At all times
after the execution of this Agreement and entry of the Order by the Court, each party hereto agrees to take or cause to be taken
all such necessary action including, without limitation, the execution and delivery of such further instruments and documents,
as may be reasonably requested by any party for such purposes or otherwise necessary to effect and complete the transactions contemplated
hereby.


 


5.      Releases.
Upon receipt of all of the Settlement Shares required to be delivered by the Company to TARPON in consideration of the terms and
conditions of this Agreement, and excluding the obligations, representations and covenants arising or made hereunder or a breach
hereof, the parties hereby release, acquit and forever discharge the other and each, every and all of their current and past officers,
directors, shareholders, affiliated corporations, subsidiaries, agents, employees, representatives, attorneys, predecessors, successors
and assigns (the “Released Parties”), of and from any and all claims, damages, cause of action, suits and costs, of
whatever nature, character or description, whether known or unknown, anticipated or unanticipated, which the parties may now have
or may hereafter have or claim to have against each other with respect to the Claims. Nothing contained herein shall be deemed
to negate or affect TARPON’s right and title to any securities heretofore or hereafter issued to it by the Company .


 




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6.     Representations.
The Company hereby represents, warrants and covenants to TARPON as follows:


 


a.       There
are One Hundred Million (100,000,000) shares of Common Stock of the Company authorized, of which Seventy-Four Million Eight
Hundred Sixty-Eight Thousand One Hundred One (74,868,101) shares  are
issued and outstanding as of July 17, 2014;


 


b.       The shares of Common Stock to be issued
pursuant to the Order are duly authorized and, when issued, will be duly and validly issued, fully paid and non-assessable, free
and clear of all liens, encumbrances and preemptive and similar rights to subscribe for or purchase securities;


 


c.       Upon
Court approval of this Agreement and entry of the Order, the shares will
be exempt from registration under the Securities Act and issuable without any restrictive legend;


 


d.       The Company has reserved from its
duly authorized capital stock a number of shares of Common Stock at least equal in amount to the number of shares that could be
issued pursuant to the terms of the Order;


 


e.        If, at any time, it appears reasonably
likely that there may be insufficient authorized shares to fully comply with the Order, the Company shall promptly increase its
authorized shares to ensure its ability to timely comply with the Order;


 




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f.        The execution of this Agreement and
performance, by the parties, of their respective obligations pursuant to the Order (as memorialized herein), will not (1) conflict
with, violate or cause a breach or default under any agreement(s) between the Company and any creditor (or any affiliate thereof)
respecting or concerning the accounts receivable comprising the Claims, or (2) require any waiver, consent, or other action of
the Company or any creditor, or their respective affiliates, that has not already been obtained;


 


g.       The Company hereby waives any provision
in any agreement(s) respecting or concerning the accounts receivable comprising the Claims which may require or purport to require
that payments be applied in a certain order, manner, or fashion, or providing for exclusive jurisdiction in any court other than
this Court;


 


h.       The Company has all necessary power
and authority to execute, deliver and perform all of its obligations under this Agreement;


 


i.         The execution, delivery and performance
of this Agreement by the Company has been duly authorized by all requisite action on the part of the Company (including a majority
of its independent directors), and this Agreement has been duly executed and delivered by the Company;


 


j.        The Company did not enter into any
transaction(s) giving rise to the Claims in contemplation of any sale or distribution of the Company’s common stock or other
securities;


 


k.       There
has been no modification, compromise, forbearance, or waiver entered into or given by the Company
to any Seller with respect to the Claims. There is no action based on the Claims currently pending against the Company in any court
or other legal venue; nor has any judgment based upon the Claims been entered against the Company in the context of any legal proceeding;


 




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l.        There are no taxes due, payable or
withholdable as an incident of Seller’s provision of goods and services, and no taxes will be due, payable or withholdable
as a result of the settlement of the Claims, as provided for herein;


 


m.      [reserved]


 


n.       To the best of the Company’s
knowledge, no Seller will utilize, directly or indirectly, any of the proceeds received from TARPON in respect of the Claims as
consideration for any investment to be made in the Company or any affiliate of the Company;


 


o.       The Company has not received any notice
(oral or written) from the SEC or Principal Market regarding a halt, limitation or suspension of trading in the Common Stock; and,


 


p.       No Seller will receive, directly or
indirectly, any consideration from, or be compensated in any manner by, the Company, or any affiliate of the Company, in exchange
for or in consideration of the sale of the Claims.


 




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q.       The Company acknowledges that TARPON
or its affiliates may, from time to time, hold outstanding securities of the Company, including securities which may be convertible
in shares of the Company’s Common Stock at a floating conversion rate tied to the current market price for the stock. The
number of shares of Common Stock issuable pursuant to this Agreement may increase substantially in certain circumstances, including,
but not necessarily limited to the circumstance wherein the trading price of the Common Stock declines. The Company’s executive
officers and directors have studied and fully understand the nature of the transactions contemplated by this Agreement and recognize
that they may have a potential dilutive effect. The Board of Directors of the Company has concluded in its good faith business
judgment that such transaction is in the best interests of the Company. The Company specifically acknowledges that its obligation
to issue the Settlement Shares is binding upon the Company and enforceable regardless of the potential dilutive effect such issuance
may have on the ownership interests of other shareholders of the Company.


 


          TARPON hereby represents, warrants and covenants to Company as follows:


 


a.        It is the owner of the Claims and,
subject to the Court's approval of the terms and conditions herein set forth, obligated to satisfy the Claims in their entirety;


 


b.       It is a limited liability company
duly filed and in good standing under the laws of Connecticut; and,


 


c.       The execution, delivery and performance
of this Agreement by TARPON has been duly authorized by all requisite action on the part of TARPON, and this Agreement has been
duly executed and delivered by TARPON.


 


7.       Continuing Jurisdiction. In
order to enable the Court to grant specific enforcement or other equitable relief in connection with this Agreement, the parties
(a) consent to the continuing jurisdiction of the Court for purposes of enforcing this Agreement, and (b) expressly waive any contention
that there is an adequate remedy at law or similar contention that might otherwise preclude the entry of injunctive or other equitable
relief.


 




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8.       Conditions Precedent/ Default .


 


          a.       If the Company fails to deliver the
Settlement Shares and the Fee Shares to TARPON in the form and mode required by Section 3 hereof;


 


          b.       If the Order shall not have been entered
by the Court on or prior to September 15, , 2014;


 


          c.       If the Company fails to comply with
the Covenants set forth in Paragraph 14 hereof;


 


          d.       If Bankruptcy, dissolution, receivership,
reorganization, insolvency or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the
relief of debtors shall be instituted by or against the Company; or, if the trading of the Common Stock shall have been halted,
limited or suspended by the SEC or on the Principal Market; or, trading in securities generally on the Principal Market shall have
been suspended or limited; or, minimum prices shall been established for securities traded on the Principal Market; or, there shall
have been any material adverse change (i) in the Company’s finances or operations, or (ii) in the financial markets such
that, in the reasonable judgment of TARPON, upon consultation with the Company, it is impracticable or inadvisable to trade the
Settlement Shares. In the event such suspension, limitation or other action is not cured within ten (10) trading days, then TARPON,
in its sole discretion, may deem the Company to be in default, in which event this Agreement shall be null and void.


 




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9.       Information.
The Company and TARPON each represent that prior to the execution of this Agreement, they have fully informed themselves of its
terms, contents, conditions and effects, and that no promise or representation of any kind has been made to them except as expressly
stated in this Agreement.


 


10.     Ownership
and Authority. The Company and TARPON each represent and warrant that neither of them has sold, assigned, transferred, conveyed
or otherwise disposed of all or any portion of any claim, demand, right, or cause of action relating to any matter covered by this
Agreement. Each also has the power and authority and has been duly authorized to enter into and perform their respective obligations
pursuant to this Agreement, which is enforceable according to its terms.


 


11.     No Admission.
This Agreement has been entered into in order to compromise disputed claims and to avoid the uncertainty and expense of the litigation.
Neither this Agreement nor any Order which may issue in respect of same shall be offered or received into evidence in any action
or proceeding; nor shall this Agreement or any Order which may issue in respect of same constitute or be treated as an admission
or concession on the part of either party with respect to all, or any portion, of the subject matter hereof.


 


12.     Binding Nature. This Agreement
shall be binding on all parties executing this Agreement and their respective successors, assigns and heirs.


 




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13.     Authority
to Bind. Each party to this Agreement represents and warrants that the execution, delivery and performance of this Agreement
and the consummation of the transactions provided in this Agreement have been duly authorized by all necessary action of the respective
parties and that the person executing this Agreement on behalf of each party has the full capacity to bind that party. Each party
further represents and warrants that it has been represented by independent counsel of its choice in connection with the preparation,
negotiation and execution of this Agreement.


 


14.      Covenants.


 


          a.       For
so long as TARPON or any of its affiliates holds any Settlement Shares, neither the Company nor any of its affiliates shall, without
the prior written consent of TARPON (which consent may not unreasonably be withheld),
vote any shares of Common Stock owned or controlled by it (unless voting in favor of a proposal approved by a majority of Company’s
Board of Directors), or solicit any proxies or seek to advise or influence any person with respect to any voting securities of
Company, which vote, solicitation or advise may (1) cause a class of the Company's securities to be delisted from a national securities
exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association,
or, (2) cause a class of the Company's equity securities to become eligible for termination of registration pursuant to Section
12(g)(4) of the Securities Exchange Act. Similarly, the Company covenants and agrees not to take any action which would impede
the purposes and objectives of this Agreement.


 


  b.      Upon the signing
of the Order, the Company shall file with the SEC whatever pertinent filings may be necessary to give this Agreement full force
and effect.


 




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15.     Indemnification.
The Company shall indemnify, defend and hold TARPON and its affiliates harmless with respect to all obligations of the Company
arising from or incident or related to this Agreement, including, without limitation, any claim or action brought derivatively
or directly by any shareholder(s) of the Company.


 


16.      Legal Effect.
The parties to this Agreement represent that each of them has been advised as to the terms and legal effect of this Agreement and
any Order which may issue in connection herewith. The parties to this Agreement further represent that the settlement and compromise
of the Claims provided for herein is final and conclusive.


 


17.     Waiver of
Defense. Each party hereto waives a statement of decision and the right to appeal from the Order after its entry. The Company
further waives any defense based upon any prohibition against splitting causes of action. The prevailing party in any action or
proceeding commenced to enforce the Order shall be entitled to recover from the other the value of any and all reasonable attorney
fees and costs incurred in connection therewith. Except as expressly set forth herein, each party shall bear responsibility for
payment of its own attorney fees, costs and/or expenses.


 


18.     Signatures.
This Agreement may be signed in counterparts and the Agreement, together with its counterpart signature pages, shall be deemed
valid and binding on each party when duly executed by all parties. This Agreement may be amended only by an instrument in writing
signed by the party to be charged with enforcement thereof. This Agreement supersedes all prior agreements and understandings among
the parties hereto with respect to the subject matter hereof.


 




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19.     Choice of
Law, Etc. Notwithstanding the place where this Agreement may be executed by either of the parties, or any other factor, all
terms and provisions hereof shall be governed by and construed in accordance with the laws of the State of Florida, applicable
to agreements made and to be fully performed in that State and without regard to the principles of conflicts of laws thereof. Any
action brought to enforce, or otherwise arising out of this Agreement shall be brought only in the Court (as defined in this Agreement).


 


20.     Exclusivity.
For a period of thirty (30) days from the date of the execution of this Agreement, (a) the Company and its representatives shall
not directly or indirectly discuss, negotiate or consider any proposal, plan or offer from any other party relating to the acquisition
and/or conveyance of any further liabilities or any financial transaction having an effect or result similar to the transactions
subject of this Agreement, and, (b) TARPON shall have the exclusive right to negotiate and execute any and all documentation necessary
to effectuate the terms herein set forth and any other mutually acceptable terms.


 


21.     Inconsistency.
In the event of any inconsistency between the terms of this Agreement and any other document executed in connection herewith, the
terms of this Agreement shall control to the extent necessary to resolve such inconsistency.


 


22.     Notices. Any notice
required or permitted hereunder shall be given in writing (unless otherwise specified herein) and shall be deemed effectively given
on the earliest of


 


(a) the date delivered, if delivered
by personal delivery as against written receipt therefor or by confirmed facsimile transmission,


 




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(b) the seventh business day after
deposit, postage prepaid, in the United States Postal Service by registered or certified mail, or


 


(c) the second business day after
mailing by domestic or international express courier, with delivery costs and fees prepaid,


 


in each case, addressed to each of the
other parties thereunto entitled at the following addresses (or at such other addresses as such party may designate by ten (10)
days’ advance written notice similarly given to each of the other parties hereto):


 


Company:


 


Propanc Health Group Corporation


Attn: James Nathanielsz 


Chief Executive Officer


Tel No.: 61 3 9614 2795


E-mail: j.nathanielsz@propanc.com


and the copy should go to:


 


Stuart L. Melnick, Esq.


Law Offices Stuart L. Melnick, LLC


315 Madison Avenue, Suite 901


New York, NY 10017


(800) 935-8410


(212) 957-1912 (Fax)


Email: stuart@melnick-law.com


 





	 	Tarpon Bay Partners LLC
	 	 
	 	17210 Germano Court
	 	Naples, FL 34110
	 	Telephone No.: 203-431-8300







 







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	 	      and
	 	 
	 	Krieger & Prager llp
	 	39 Broadway
	 	Suite 920
	 	New York, NY 10006
	 	Attn: Samuel M. Krieger, Esq.
	 	Telephone No.: (212) 363-2900
	 	Telecopier No.: (212) 363-2999
	 	E-mail : sk@kplawfirm.com


 




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IN WITNESS WHEREOF, the parties have duly executed this Settlement
Agreement and Stipulation as of the date first indicated above.


 


	 	TARPON BAY PARTNERS LLC
	 	 
	 	By: 	/s/ Stephen Hicks
	 	 	 	     Name : 	Stephen Hicks
	 	 	 	     Title : 	Manager
	 	 	 	 
	 	PROPANC HEALTH GROUP CORPORATION
	 	 	 	 
	 	By: 	/s/ James Nathanielsz
	 	 	 	     Name : 	James Nathanielsz
	 	 	 	     Title : 	Chief Executive Officer


 




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