Exhibit
10.5


 


UNIT
PURCHASE AGREEMENT


REGEN
BIOPHARMA, INC.


 


 


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


 


		22.	Units



 


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


 


		23.	Purchase
                                         Price



 


The
purchase price per Unit ( “Purchase Price”), payable in US Dollars, shall be five cents per unit.


 


		24.	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:	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 






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		25.	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


 


		26.	Purchaser’s
                                         Representations and Warranties



		(p)	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”). 



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



		(r)	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.



		(s)	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.



		(t)	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.



		27.	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. 


  


		28.	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.






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IN
WITNESS WHEREOF, the parties have hereunto executed this Agreement on the 16 day of November 2015.


 


By:


Company


___________________


David
Koos, CEO


Regen
Biopharma, Inc.


Date:
11/16/2015


 


Purchaser


___________________


By:


Its:


Date:11/13/2015


Number
of Unites Purchased: 1,200,000


Total
Purchase Price: $60,000






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