Exhibit
10.1


 


COMMON
STOCK PURCHASE AGREEMENT


 


This
Common Stock Purchase Agreement is entered into as of November 30, 2021 (this “Agreement”), by and between PROPANC
BIOPHARMA, INC, a Delaware corporation (the “Company”), and DUTCHESS CAPITAL GROWTH FUND LP, a Delaware
limited partnership (the “Investor”). The Company and Investor may be referred to herein as each a “Party”
and collectively, the “Parties”.


 


WHEREAS,
the Parties desire that, upon the terms and subject to the conditions contained herein, the Investor shall purchase, from time to time,
as provided herein, and the Company shall issue and sell Five Million Dollars ($5,000,000) of the Company’s Common Stock (as defined
below);


 


NOW,
THEREFORE, the Parties hereto agree as follows:


 


ARTICLE
I


CERTAIN
DEFINITIONS


 


Section
1.1 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.


 


“Average
Daily Trading Volume” shall mean the average trading volume of the Company’s Common Stock in the five (5) Business Days
immediately preceding the respective Purchase Notice date.


 


“Bankruptcy
Law” means Title 11, U.S. Code, or any similar federal or state law for the relief of debtors.


 


“Business
Day” shall mean a day on which the Principal Market shall be open for business.


 


“Claim
Notice” shall have the meaning specified in Section 9.3(a).


 


“Clearing
Costs” shall mean all of the Investor’s broker, Transfer Agent, and commission expenses.


 


“Clearing
Date” shall mean the first entire Business Day that the Investor holds the Purchase Notice Shares in its brokerage account
and is eligible to trade shares.


 


“Closing”
shall mean one of the closings of a purchase and sale of shares of Common Stock pursuant to Section 2.2.


 


“Closing
Date” shall mean the date that is five (5) Business Days after the Clearing Date.


 


“Commitment
Amount” shall mean Five Million Dollars ($5,000,000).


 




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“Commitment
Period” shall mean the thirty-six (36) months immediately following the initial date of effectiveness of the S-1 Registration
Statement.


 


“Common
Stock” shall mean the Company’s common stock, $0.001 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).


 


“Common
Stock Equivalents” means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire
at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is
at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.


 


“Company”
shall have the meaning specified in the preamble to this Agreement.


 


“Custodian”
means any receiver, trustee, assignee, liquidator or similar official under any Bankruptcy Law.


 


“Damages”
shall mean any loss, claim, damage, liability, cost and expense (including, without limitation, reasonable attorneys’ fees and
disbursements and costs and expenses of expert witnesses and investigation).


 


“Dispute
Period” shall have the meaning specified in Section 9.3(a).


 


Drawdown
Notice” shall mean a written notice from Company, substantially in the form of Exhibit A hereto, to Investor setting forth
the Drawdown Notice Shares which the Company intends to require Investor to purchase pursuant to the terms of this Agreement.


 


“Drawdown
Notice Shares” shall mean all shares of Common Stock issued, or that the Company shall be entitled to issue, per applicable
Drawdown Notice in accordance with the terms and conditions of this Agreement.


 


“DTC”
shall mean The Depository Trust Company, or any successor performing substantially the same function for the Company.


 


“DTC/FAST
Program” shall mean the DTC’s Fast Automated Securities Transfer Program.


 


“DWAC”
shall mean Deposit Withdrawal at Custodian as defined by the DTC.


 


“DWAC
Eligible” shall mean that (a) the Common Stock is eligible at DTC for full services pursuant to DTC’s Operational Arrangements,
including, without limitation, transfer through DTC’s DWAC system, (b) the Company has been approved (without revocation) by the
DTC’s underwriting department, (c) the Transfer Agent is approved as an agent in the DTC/FAST Program, (d) the Drawdown Notice
Shares are otherwise eligible for delivery via DWAC, and (e) the Transfer Agent does not have a policy prohibiting or limiting delivery
of the Drawdown Notice Shares, as applicable, via DWAC.


 




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“DWAC
Shares” means shares of Common Stock that are (i) issued in electronic form, (ii) freely tradable and transferable and without
restriction on resale and (iii) timely credited by the Company to the Investor’s or its designee’s specified DWAC account
with DTC under the DTC/FAST Program, or any similar program hereafter adopted by DTC performing substantially the same function.


 


“Exchange
Act” shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.


 


“Exchange
Cap” shall have the meaning set forth in Section 7.1(c).


 


“Execution
Date” shall mean the date of this Agreement.


 


“FINRA”
shall mean the Financial Industry Regulatory Authority, Inc.


 


“Indemnified
Party” shall have the meaning specified in Section 9.2.


 


“Indemnifying
Party” shall have the meaning specified in Section 9.2.


 


“Indemnity
Notice” shall have the meaning specified in Section 9.3(e).


 


“Investment
Amount” shall mean the Drawdown Notice Shares referenced in the Drawdown Notice multiplied by the Purchase Price (as defined
herein).


 


“Investor”
shall have the meaning specified in the preamble to this Agreement.


 


“Lien”
means a lien, charge, pledge, security interest, encumbrance, right of first refusal, preemptive right or other restriction.


 


“Material
Adverse Effect” shall mean any effect on the business, operations, properties, or financial condition of the Company and the
Subsidiaries that is material and adverse to the Company and the Subsidiaries and/or any condition, circumstance, or situation that would
prohibit or otherwise materially interfere with the ability of the Company to enter into and perform its obligations under any Transaction
Document.


 


“Person”
shall mean an individual, a corporation, a partnership, an association, a trust or other entity or organization, including a government
or political subdivision or an agency or instrumentality thereof.


 


“Principal
Market” shall mean any of the national exchanges (i.e. NYSE, NYSE AMEX, Nasdaq), or principal quotation systems (i.e. OTCQX,
OTCQB, OTC Pink, the OTC Bulletin Board), or other principal exchange or recognized quotation system which is at the time the principal
trading platform or market for the Common Stock.


 


“Purchase
Price” shall mean ninety-two percent (92%) of the lowest traded price of the Common Stock during the five (5) Business Day
prior to the Closing Date.


 


“Registration
Statement” shall have the meaning specified in Section 6.2.


 




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“Regulation
D” shall mean Regulation D promulgated under the Securities Act.


 


“Rule
144” shall mean Rule 144 under the Securities Act or any similar provision then in force under the Securities Act.


 


“SEC”
shall mean the United States Securities and Exchange Commission.


 


“SEC
Documents” shall have the meaning specified in Section 4.5.


 


“Securities”
means, collectively, the Purchase Notice Shares.


 


“Securities
Act” shall mean the Securities Act of 1933, as amended.


 


“Subsidiary”
means any Person the Company wholly-owns or controls, or in which the Company, directly or indirectly, owns a majority of the voting
stock or similar voting interest, in each case that would be disclosable pursuant to Item 601(b)(21) of Regulation S-K promulgated under
the Securities Act.


 


“Third
Party Claim” shall have the meaning specified in Section 9.3(a).


 


“Transaction
Documents” shall mean this Agreement and all schedules and exhibits hereto and thereto.


 


“Transfer
Agent” shall mean the current transfer agent of the Company, and any successor transfer agent of the Company.


 


ARTICLE
II


PURCHASE
AND SALE OF COMMON STOCK


 


Section
2.1 DRAWDOWN NOTICES. Upon the terms and conditions set forth herein (including, without limitation, the provisions of Article
VII), the Company shall have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of a Drawdown
Notice from time to time, to purchase Drawdown Notice Shares provided that the amount of Purchase Notice Shares shall not exceed the
lesser of; (i) $250,000 or (ii) 300% of the Average Daily Traded Value of the Stock during the five (5) days immediately preceding the
Drawdown Notice date or (iii) the Beneficial Ownership Limitation set forth in Section 7.2(g). Notwithstanding the foregoing, the Company
may not deliver a subsequent Drawdown Notice until the Closing, (as defined in Section 2.2(c)), of an active Drawdown Notice, except
if waived by the Investor in writing.


 


Section
2.2 MECHANICS.


 


(a)
DRAWDOWN NOTICE. At any time and from time to time during the Commitment Period, except as provided in this Agreement, the Company
may deliver a Drawdown Notice to Investor, subject to satisfaction of the conditions set forth in Section 7.2 and otherwise provided
herein. The Company shall deliver the Drawdown Notice Shares as DWAC Shares to the Investor alongside delivery of the Drawdown Notice.


 




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(b)
DATE OF DELIVERY OF DRAWDOWN NOTICE. A Drawdown Notice shall be deemed delivered on (i) the Business Day it is received by email
by the Investor if such notice is received on or prior to 8:00 a.m. New York time or (ii) the immediately succeeding Business Day if
it is received by email after 8:00 a.m. New York time on a Business Day or at any time on a day which is not a Business Day.


 


(c)
CLOSING. The Closing of a Drawdown Notice shall occur after the market close five (5) Business Days after the Clearing Date, whereby
the Investor, shall deliver the Investment Amount (minus the Clearing Costs), by wire transfer of immediately available funds to an account
designated by the Company.


 


(d)
COMMITMENT SHARES. The Company shall issue One Million (1,000,000) restricted shares of its common stock (the “Commitment
Shares”) to Purchaser upon execution of definitive closing documents as consideration for entering into this Agreement. Commitment
shares may be sold pursuant to SEC Rule 144 or other applicable exemption, upon the delivery of an opinion of counsel, affirming to the
effect that the Commitment Shares may be sold pursuant to an exemption from registration.


 


ARTICLE
III


REPRESENTATIONS
AND WARRANTIES OF INVESTOR


 


The
Investor represents and warrants to the Company that:


 


Section
3.1 INTENT. The Investor is entering into this Agreement for its own account and the Investor has no present arrangement (whether
or not legally binding) at any time to sell the Securities to or through any Person in violation of the Securities Act or any applicable
state securities laws; provided, however, that the Investor reserves the right to dispose of the Securities at any time
in accordance with federal and state securities laws applicable to such disposition.


 


Section
3.2 NO LEGAL ADVICE FROM THE COMPANY. The Investor acknowledges that it has had the opportunity to review this Agreement and the
transactions contemplated by this Agreement with its own legal counsel and investment and tax advisors. The Investor is relying solely
on such counsel and advisors and not on any statements or representations of the Company or any of its representatives or agents for
legal, tax or investment advice with respect to this investment, the transactions contemplated by this Agreement or the securities laws
of any jurisdiction.


 


Section
3.3 ACCREDITED INVESTOR. The Investor is an accredited investor as defined in Rule 501(a)(3) of Regulation D, and the Investor
has such experience in business and financial matters that it is capable of evaluating the merits and risks of an investment in the Securities.
The Investor acknowledges that an investment in the Securities is speculative and involves a high degree of risk.


 




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Section
3.4 AUTHORITY. The Investor has the requisite power and authority to enter into and perform its obligations under the Transaction
Documents and to consummate the transactions contemplated hereby and thereby. The execution and delivery of the Transaction Documents
and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary action and
no further consent or authorization of the Investor is required. The Transaction Documents to which it is a party has been duly executed
by the Investor, and when delivered by the Investor in accordance with the terms hereof, will constitute the valid and binding obligation
of the Investor enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, or similar laws relating
to, or affecting generally the enforcement of, creditors’ rights and remedies or by other equitable principles of general application.


 


Section
3.5 NOT AN AFFILIATE. The Investor is not an officer, director nor “affiliate” (as that term is defined in
Rule 405 of the Securities Act) of the Company.


 


Section
3.6 ORGANIZATION AND STANDING. The Investor is an entity duly incorporated or formed, validly existing and in good standing under
the laws of the jurisdiction of its incorporation or formation with full right, corporate, partnership, limited liability company or
similar power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents.


 


Section
3.7 ABSENCE OF CONFLICTS. The execution and delivery of the Transaction Documents, and the consummation of the transactions contemplated
hereby and thereby and compliance with the requirements hereof and thereof, will not (a) violate any law, rule, regulation, order, writ,
judgment, injunction, decree or award binding on the Investor, (b) violate any provision of any indenture, instrument or agreement to
which the Investor is a party or is subject, or by which the Investor or any of its assets is bound, or conflict with or constitute a
material default thereunder, (c) result in the creation or imposition of any lien pursuant to the terms of any such indenture, instrument
or agreement, or constitute a breach of any fiduciary duty owed by the Investor to any third party, or (d) require the approval of any
third-party (that has not been obtained) pursuant to any material contract, instrument, agreement, relationship or legal obligation to
which the Investor is subject or to which any of its assets, operations or management may be subject.


 


Section
3.8 DISCLOSURE; ACCESS TO INFORMATION. The Investor had an opportunity to review copies of the SEC Documents filed on behalf of
the Company and has had access to all publicly available information with respect to the Company.


 


Section
3.9 MANNER OF SALE. At no time was the Investor presented with or solicited by or through any leaflet, public promotional meeting,
television advertisement or any other form of general solicitation or advertising.


 




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ARTICLE
IV


REPRESENTATIONS
AND WARRANTIES OF THE COMPANY


 


The
Company represents and warrants to the Investor that, except as disclosed in the SEC Documents or except as set forth in the disclosure
schedules hereto:


 


Section
4.1 ORGANIZATION OF THE COMPANY. The Company and each of the Subsidiaries 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. Neither the Company nor any
Subsidiary 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 the 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 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.


 


Section
4.2 AUTHORITY. The Company has the requisite corporate power and authority to enter into and perform its obligations under the
Transaction Documents. The execution and delivery of the Transaction Documents by the Company and the consummation by it of the transactions
contemplated hereby and thereby have been duly authorized by all necessary corporate action and no further consent or authorization of
the Company or its Board of Directors or stockholders is required. The Transaction Documents have been duly executed and delivered by
the Company and constitutes a valid and binding obligation of the Company enforceable against the Company in accordance with its terms,
except as such enforceability may be limited by applicable bankruptcy, insolvency, or similar laws relating to, or affecting generally
the enforcement of, creditors’ rights and remedies or by other equitable principles of general application.


 


Section
4.3 CAPITALIZATION. As of the date hereof, the authorized capital stock of the Company consists of 1,000,000,000 shares of Common
Stock, par value of $0.001 per share, of which approximately 43,841,644 shares of Common Stock are issued and outstanding. Except as
set forth on Schedule 4.3, the Company has not issued any capital stock since its most recently filed periodic report under the
Exchange Act, other than pursuant to the exercise of employee stock options under the Company’s stock option plans, the issuance
of shares of Common Stock to employees pursuant to the Company’s employee stock purchase plans and pursuant to the conversion and/or
exercise of Common Stock Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act. No
Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions
contemplated by the Transaction Documents. Except as set forth on Schedule 4.3,as disclosed in the Company’s periodic and
current filings with the SEC, and except as a result of the purchase and sale of the Securities, there are no outstanding options, warrants,
scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible
into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire any shares of Common Stock, or contracts,
commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional shares
of Common Stock or Common Stock Equivalents. The issuance and sale of the Securities will not obligate the Company to issue shares of
Common Stock or other securities to any Person (other than the Investor) and will not result in a right of any holder of Company securities
to adjust the exercise, conversion, exchange or reset price under any of such securities. Except as otherwise disclosed in its SEC filings,
there are no stockholders agreements, voting agreements or other similar agreements with respect to the Company’s capital stock
to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s stockholders and the
Company is not obligated to register the sale of any of its or their securities under the 1933 Act and there are no anti-dilution or
price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders)
that will be triggered by the issuance of any of the Securities. The Company has furnished to the Investor true and correct copies of
the Company’s Certificate of Incorporation as in effect on the date hereof (“Certificate of Incorporation”), the Company’s
By-laws, as in effect on the date hereof (the “By-laws”), and the terms of all securities convertible into or exercisable
for Common Stock of the Company and the material rights of the holders thereof in respect thereto. The Common Stock is registered pursuant
to Section 12(b) or 12(g) of the Exchange Act, and the Company has taken no action designed to, or which to its knowledge is likely to
have the effect of, terminating the registration of the Common Stock under the Exchange Act nor has the Company received any notification
that the SEC is contemplating terminating such registration. The Company has not, in the twelve (12) months preceding the date hereof,
received notice from the Principal Market on which the Common Stock is or has been listed or quoted to the effect that the Company is
not in compliance with the listing or maintenance requirements of such Principal Market. The Company is and has no reason to believe
that it will not in the foreseeable future continue to be, in compliance with all such listing and maintenance requirements.


 




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Section
4.4 SEC DOCUMENTS; DISCLOSURE. Except as set forth on Schedule 4.5 , 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 one (1) year 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 Documents”) on a timely basis or has received a valid extension
of such time of filing and has filed any such SEC Documents prior to the expiration of any such extension. As of their respective dates,
the SEC Documents complied in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable,
and other federal laws, rules and regulations applicable to such SEC Documents, and none of the SEC Documents 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 light of the circumstances under which they were made, not misleading. The financial statements of the Company
included in the SEC Documents comply as to form and substance in all material respects with applicable accounting requirements and the
published rules and regulations of the SEC or other applicable rules and regulations with respect thereto. Such financial statements
have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved
(except (a) as may be otherwise indicated in such financial statements or the notes thereto or (b) in the case of unaudited interim statements,
to the extent they may not include footnotes or may be condensed or summary statements) and fairly present in all material respects the
financial position of the Company as of 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). Except with respect to the material terms and
conditions of the transactions contemplated by the Transaction Documents, the Company confirms that neither it nor any other Person acting
on its behalf has provided the Investor or its agents or counsel with any information that it believes constitutes or might constitute
material, non-public information. The Company understands and confirms that the Investor will rely on the foregoing representation in
effecting transactions in securities of the Company.


 




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Section
4.5 VALID ISSUANCES. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction
Documents, will be duly and validly issued, fully paid, and non-assessable, free and clear of all Liens imposed by the Company other
than restrictions on transfer provided for in the Transaction Documents.


 


Section
4.6 NO CONFLICTS. The execution, delivery and performance of the Transaction Documents by the Company and the consummation by
the Company of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Drawdown Notice Shares,
does not and will not: (a) result in a violation of the Company’s or any Subsidiary’s certificate or articles of incorporation,
by-laws or other organizational or charter documents, (b) conflict with, or constitute a material default (or an event that with notice
or lapse of time or both would become a material default) under, result in the creation of any Lien upon any of the properties or assets
of the Company or any Subsidiary, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement,
indenture, instrument or any “lock-up” or similar provision of any underwriting or similar agreement to which the
Company or any Subsidiary is a party, or (c) result in a violation of any federal, state or local law, rule, regulation, order, judgment
or decree (including federal and state securities laws and regulations) applicable to the Company or any Subsidiary or by which any property
or asset of the Company or any Subsidiary is bound or affected (except for such conflicts, defaults, terminations, amendments, accelerations,
cancellations and violations as would not, individually or in the aggregate, have a Material Adverse Effect) nor is the Company otherwise
in violation of, conflict with or in default under any of the foregoing. The business of the Company is not being conducted in violation
of any law, ordinance or regulation of any governmental entity, except for possible violations that either singly or in the aggregate
do not and will not have a Material Adverse Effect. The Company is not required under federal, state or local law, rule or regulation
to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental agency in order
for it to execute, deliver or perform any of its obligations under the Transaction Documents (other than any SEC, FINRA or state securities
filings that may be required to be made by the Company in connection with or subsequent to any Closing or any registration statement
that may be filed pursuant hereto); provided that, for purposes of the representation made in this sentence, the Company is assuming
and relying upon the accuracy of the relevant representations and agreements of Investor herein.


 


Section
4.7 NO MATERIAL ADVERSE CHANGE. No event has occurred that would have a Material Adverse Effect on the Company that has not been
disclosed in subsequent SEC filings.


 


Section
4.8 LITIGATION AND OTHER PROCEEDINGS. Except as disclosed in the SEC Documents or as set forth on Schedule 4.9, there are
no actions, suits, investigations, inquiries or proceedings pending or, to the knowledge of the Company, threatened against or affecting
the Company, any Subsidiary or any of their respective properties, nor has the Company received any written or oral notice of any such
action, suit, proceeding, inquiry or investigation, which would have a Material Adverse Effect. No judgment, order, writ, injunction
or decree or award has been issued by or, to the knowledge of the Company, requested of any court, arbitrator or governmental agency
which would have a Material Adverse Effect. There has not been, and to the knowledge of the Company, there is not pending or contemplated,
any investigation by the SEC involving the Company, any Subsidiary or any current or former director or officer of the Company or any
Subsidiary.


 




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Section
4.9 REGISTRATION RIGHTS. Except as set forth on Schedule 4.10, no Person (other than the Investor) has any right to cause
the Company to effect the registration under the Securities Act of any securities of the Company or any Subsidiary.


 


ARTICLE
V


COVENANTS
OF INVESTOR


 


Section
5.1 SHORT SALES AND CONFIDENTIALITY. Neither the Investor, nor any affiliate of the Investor, trading for or on behalf of the
Investor as a “related party” as defined by Item 404 of Regulation SK, will execute any Short Sales (as defined by the US
Securities and Exchange Commission) during the period from the date hereof to the end of the Commitment Period. For the purposes hereof,
and in accordance with Regulation SHO, the sale after delivery of the Drawdown Notice of such number of shares of Common Stock reasonably
expected to be purchased under the Drawdown Notice shall not be deemed a Short Sale. The Investor shall, until such time as the transactions
contemplated by the Transaction Documents are publicly disclosed by the Company in accordance with the terms of the Transaction Documents,
maintain the confidentiality of the existence and terms of this transaction and the information included in the Transaction Documents.


 


Section
5.2 COMPLIANCE WITH LAW; TRADING IN SECURITIES. The Investor’s trading activities with respect to shares of Common Stock
will be in compliance with all applicable state and federal securities laws and regulations and the rules and regulations of FINRA and
the Principal Market.


 


ARTICLE
VI


COVENANTS
OF THE COMPANY


 


Section
6.1 LISTING OF COMMON STOCK. The Company shall promptly secure the listing of all of the Drawdown Notice Shares to be issued to
the Investor hereunder on the Principal Market (subject to official notice of issuance) and shall use commercially reasonable best efforts
to maintain, so long as any shares of Common Stock shall be so listed, the listing of all such Drawdown Notice Shares from time to time
issuable hereunder. The Company shall use its commercially reasonable efforts to continue the listing and trading of the Common Stock
on the Principal Market (including, without limitation, maintaining sufficient net tangible assets) and will comply in all respects with
the Company’s reporting, filing and other obligations under the bylaws or rules of FINRA and the Principal Market.


 




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Section
6.2 FILING OF CURRENT REPORT AND REGISTRATION STATEMENT. The Company agrees that it shall file a Current Report on Form 8-K, including
the Transaction Documents as exhibits thereto, with the SEC within the time required by the Exchange Act, relating to the transactions
contemplated by, and describing the material terms and conditions of the Transaction Documents (the “Current Report”).
The Company shall permit the Investor to review and comment upon the final pre-filing draft version of the Current Report at least two
(2) Business Days prior to its filing with the SEC, and the Company shall give reasonable consideration to all such comments. The Investor
shall use its reasonable best efforts to comment upon the final pre-filing draft version of the Current Report within one (1) Business
Day from the date the Investor receives it from the Company. The Company shall use reasonable efforts to file with the SEC, within forty
five (45)) Business Days from the date hereof, a new registration statement (the “Registration Statement”) covering
only the resale of the Drawdown Notice Shares and any other shares as directed by Investor.


 


ARTICLE
VII


CONDITIONS
TO DELIVERY OF


PURCHASE
NOTICE AND CONDITIONS TO CLOSING


 


Section
7.1 CONDITIONS PRECEDENT TO THE RIGHT OF THE COMPANY TO ISSUE AND SELL DRAWDOWN NOTICE SHARES. The right of the Company to issue
and sell the Drawdown Notice Shares to the Investor is subject to the satisfaction of each of the conditions set forth below:


 


(a)
ACCURACY OF INVESTOR’S REPRESENTATIONS AND WARRANTIES. The representations and warranties of the Investor shall be true
and correct in all material respects as of the date of this Agreement and as of the date of each Closing as though made at each such
time.


 


(b)
PERFORMANCE BY INVESTOR. Investor shall have performed, satisfied and complied in all respects with all covenants, agreements
and conditions required by this Agreement to be performed, satisfied or complied with by the Investor at or prior to such Closing.


 


(c)
PRINCIPAL MARKET REGULATION. The Company shall not issue any Drawdown Notice Shares, and the Investor shall not have the right
to receive any Drawdown Notice Shares, if the issuance of such Drawdown Notice Shares would exceed the aggregate number of shares of
Common Stock which the Company may issue without breaching the Company’s obligations under the rules or regulations of the Principal
Market (the “Exchange Cap”).


 


Section
7.2 CONDITIONS PRECEDENT TO THE OBLIGATION OF INVESTOR TO PURCHASE DRAWDOWN NOTICE SHARES. The obligation of the Investor hereunder
to purchase Drawdown Notice Shares is subject to the satisfaction of each of the following conditions:


 


(a)
EFFECTIVE REGISTRATION STATEMENT. The Registration Statement, and any amendment or supplement thereto, shall remain effective
for the resale by the Investor of the Drawdown Notice Shares and (i) neither the Company nor the Investor shall have received notice
that the SEC has issued or intends to issue a stop order with respect to such Registration Statement or that the SEC otherwise has suspended
or withdrawn the effectiveness of such Registration Statement, either temporarily or permanently, or intends or has threatened to do
so and (ii) no other suspension of the use of, or withdrawal of the effectiveness of, such Registration Statement or related prospectus
shall exist.


 




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(b)
ACCURACY OF THE COMPANY’S REPRESENTATIONS AND WARRANTIES. The representations and warranties of the Company shall be true
and correct in all material respects as of the date of this Agreement and as of the date of each Closing (except for representations
and warranties specifically made as of a particular date).


 


(c)
PERFORMANCE BY THE COMPANY. The Company shall have performed, satisfied and complied in all material respects with all covenants,
agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company.


 


(d)
NO INJUNCTION. No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated
or adopted by any court or governmental authority of competent jurisdiction that prohibits or directly and materially adversely affects
any of the transactions contemplated by the Transaction Documents, and no proceeding shall have been commenced that may have the effect
of prohibiting or materially adversely affecting any of the transactions contemplated by the Transaction Documents.


 


(e)
ADVERSE CHANGES. Since the date of filing of the Company’s most recent SEC Document, no event that had or is reasonably
likely to have a Material Adverse Effect has occurred.


 


(f)
NO SUSPENSION OF TRADING IN OR DELISTING OF COMMON STOCK. The trading of the Common Stock shall not have been suspended by the
SEC, the Principal Market or FINRA, or otherwise halted for any reason, and the Common Stock shall have been approved for listing or
quotation on and shall not have been delisted from the Principal Market. In the event of a suspension, delisting, or halting for any
reason, of the trading of the Common Stock, as contemplated by this Section 7.2(f), the Investor shall have the right to return to the
Company any amount of Drawdown Notice Shares associated with such Drawdown Notice, and the Investment Amount with respect to such Drawdown
Notice shall be reduced accordingly.


 


(g)
BENEFICIAL OWNERSHIP LIMITATION. The number of Drawdown Notice Shares then to be purchased by the Investor shall not exceed the
number of such shares that, when aggregated with all other shares of Common Stock then owned by the Investor beneficially or deemed beneficially
owned by the Investor, would result in the Investor owning more than the Beneficial Ownership Limitation (as defined below), as determined
in accordance with Section 16 of the Exchange Act and the regulations promulgated thereunder. For purposes of this Section 7.2(g), in
the event that the amount of Common Stock outstanding is greater on a Closing Date than on the date upon which the Drawdown Notice associated
with such Closing Date is given, the amount of Common Stock outstanding on such issuance of a Drawdown Notice shall govern for purposes
of determining whether the Investor, when aggregating all purchases of Common Stock made pursuant to this Agreement, would own more than
the Beneficial Ownership Limitation following such Closing Date. The “Beneficial Ownership Limitation” shall be 4.99%
of the number of shares of the Common Stock outstanding immediately prior to the issuance of shares of Common Stock issuable pursuant
to a Drawdown Notice.


 




    	Page 12 of 22



    	 



    

 


(h)
PRINCIPAL MARKET REGULATION. The issuance of the Purchase Notice Shares shall not exceed the Exchange Cap.


 


(i)
NO KNOWLEDGE. The Company shall have no knowledge of any event more likely than not to have the effect of causing the Registration
Statement to be suspended or otherwise ineffective (which event is more likely than not to occur within the fifteen (15) Business Days
following the Business Day on which such Drawdown Notice is deemed delivered).


 


(j)
NO VIOLATION OF SHAREHOLDER APPROVAL REQUIREMENT. The issuance of the Drawdown Notice Shares shall not violate the shareholder
approval requirements of the Principal Market.


 


(k)
DWAC ELIGIBLE. The Common Stock must be DWAC Eligible and not subject to a “DTC chill”.


 


(l)
SEC DOCUMENTS. All reports, schedules, registrations, forms, statements, information and other documents required to have been
filed by the Company with the SEC pursuant to the reporting requirements of the Exchange Act shall have been filed with the SEC within
the applicable time periods prescribed for such filings under the Exchange Act.


 


ARTICLE
VIII


LEGENDS


 


Section
8.1 NO RESTRICTIVE STOCK LEGEND. No restrictive stock legend shall be placed on the share certificates representing the Purchase
Notice Shares.


 


Section
8.2 INVESTOR’S COMPLIANCE. Nothing in this Article VIII shall affect in any way the Investor’s obligations hereunder
to comply with all applicable securities laws upon the sale of the Common Stock.


 


ARTICLE
IX


NOTICES;
INDEMNIFICATION


 


Section
9.1 NOTICES. All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall
be in writing and, unless otherwise specified herein, shall be (a) personally served, (b) deposited in the mail, registered or certified,
return receipt requested, postage prepaid, (c) delivered by reputable air courier service with charges prepaid, or (d) transmitted by
hand delivery, telegram, or email as a PDF, addressed as set forth below or to such other address as such party shall have specified
most recently by written notice given in accordance herewith. Any notice or other communication required or permitted to be given hereunder
shall be deemed effective (i) upon hand delivery or delivery by email at the address designated below (if delivered on a business day
during normal business hours where such notice is to be received), or the first business day following such delivery (if delivered other
than on a business day during normal business hours where such notice is to be received) or (ii) on the second business day following
the date of mailing by express courier service or on the fifth business day after deposited in the mail, in each case, fully prepaid,
addressed to such address, or upon actual receipt of such mailing, whichever shall first occur.


 




    	Page 13 of 22



    	 



    

 


The
addresses for such communications shall be:


 


If
to the Company:


 


PROPANC
BIOPHARMA, INC.


ATT/
James Nathanielsz


302,
6 Butler Street


Camberwell,
VIC 3124


Australia


Email:
jnathanielsz@propanc.com


 


If
to the Investor:


 


DUTCHESS
CAPITAL GROWTH FUND LP


ATT/Michael
Novielli


75
Port City Landing


Suite
200


Mount
Pleasant, SC 29464


Email:
mnovielli@dutchesscapital.com


 


Either
party hereto may from time to time change its address or email for notices under this Section 9.1 by giving at least ten (10) days’
prior written notice of such changed address to the other party hereto.


 


Section
9.2 INDEMNIFICATION. Each Party (an “Indemnifying Party”) agrees to indemnify and hold harmless the other Party
along with its officers, directors, employees, and authorized agents, and each Person or entity, if any, who controls such party within
the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (an “Indemnified Party”) from and
against any Damages, joint or several, and any action in respect thereof to which the Indemnified Party becomes subject to, resulting
from, arising out of or relating to (i) any misrepresentation, breach of warranty or nonfulfillment of or failure to perform any covenant
or agreement on the part of the Indemnifying Party contained in this Agreement, (ii) any untrue statement or alleged untrue statement
of a material fact contained in the Registration Statement or any post-effective amendment thereof or supplement thereto, or the omission
or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading,
(iii) any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus or contained in the
final prospectus (as amended or supplemented, if the Company files any amendment thereof or supplement thereto with the SEC) or the omission
or alleged omission to state therein any material fact necessary to make the statements made therein, in the light of the circumstances
under which the statements therein were made, not misleading, or (iv) any violation or alleged violation by the Company of the Securities
Act, the Exchange Act, any state securities law or any rule or regulation under the Securities Act, the Exchange Act or any state securities
law, as such Damages are incurred, except to the extent such Damages result primarily from the Indemnified Party’s failure to perform
any covenant or agreement contained in this Agreement or the Indemnified Party’s negligence, recklessness or bad faith in performing
its obligations under this Agreement; provided, however, that the foregoing indemnity agreement shall not apply to any
Damages of an Indemnified Party to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue
statement or omission or alleged omission made by an Indemnifying Party in reliance upon and in conformity with written information furnished
to the Indemnifying Party by the Indemnified Party expressly for use in the Registration Statement, any post-effective amendment thereof
or supplement thereto, or any preliminary prospectus or final prospectus (as amended or supplemented).


 




    	Page 14 of 22



    	 



    

 


Section
9.3 METHOD OF ASSERTING INDEMNIFICATION CLAIMS. All claims for indemnification by any Indemnified Party under Section 9.2 shall
be asserted and resolved as follows:


 


(a)
In the event any claim or demand in respect of which an Indemnified Party might seek indemnity under Section 9.2 is asserted against
or sought to be collected from such Indemnified Party by a Person other than a party hereto or an affiliate thereof (a “Third
Party Claim”), the Indemnified Party shall deliver a written notification, enclosing a copy of all papers served, if any, and
specifying the nature of and basis for such Third Party Claim and for the Indemnified Party’s claim for indemnification that is
being asserted under any provision of Section 9.2 against an Indemnifying Party, together with the amount or, if not then reasonably
ascertainable, the estimated amount, determined in good faith, of such Third Party Claim (a “Claim Notice”) with reasonable
promptness to the Indemnifying Party. If the Indemnified Party fails to provide the Claim Notice with reasonable promptness after the
Indemnified Party receives notice of such Third Party Claim, the Indemnifying Party shall not be obligated to indemnify the Indemnified
Party with respect to such Third Party Claim to the extent that the Indemnifying Party’s ability to defend has been prejudiced
by such failure of the Indemnified Party. The Indemnifying Party shall notify the Indemnified Party as soon as practicable within the
period ending thirty (30) calendar days following receipt by the Indemnifying Party of either a Claim Notice or an Indemnity Notice (as
defined below) (the “Dispute Period”) whether the Indemnifying Party disputes its liability or the amount of its liability
to the Indemnified Party under Section 9.2 and whether the Indemnifying Party desires, at its sole cost and expense, to defend the Indemnified
Party against such Third Party Claim.


 




    	Page 15 of 22



    	 



    

 


(i)
If the Indemnifying Party notifies the Indemnified Party within the Dispute Period that the Indemnifying Party desires to defend the
Indemnified Party with respect to the Third Party Claim pursuant to this Section 9.3(a), then the Indemnifying Party shall have the right
to defend, with counsel reasonably satisfactory to the Indemnified Party, at the sole cost and expense of the Indemnifying Party, such
Third Party Claim by all appropriate proceedings, which proceedings shall be vigorously and diligently prosecuted by the Indemnifying
Party to a final conclusion or will be settled at the discretion of the Indemnifying Party (but only with the consent of the Indemnified
Party in the case of any settlement that provides for any relief other than the payment of monetary damages or that provides for the
payment of monetary damages as to which the Indemnified Party shall not be indemnified in full pursuant to Section 9.2). The Indemnifying
Party shall have full control of such defense and proceedings, including any compromise or settlement thereof; provided,
however, that the Indemnified Party may, at the sole cost and expense of the Indemnified Party, at any time prior to the Indemnifying
Party’s delivery of the notice referred to in the first sentence of this clause (i), file any motion, answer or other pleadings
or take any other action that the Indemnified Party reasonably believes to be necessary or appropriate to protect its interests; and
provided, further, that if requested by the Indemnifying Party, the Indemnified Party will, at the sole cost and expense
of the Indemnifying Party, provide reasonable cooperation to the Indemnifying Party in contesting any Third Party Claim that the Indemnifying
Party elects to contest. The Indemnified Party may participate in, but not control, any defense or settlement of any Third Party Claim
controlled by the Indemnifying Party pursuant to this clause (i), and except as provided in the preceding sentence, the Indemnified Party
shall bear its own costs and expenses with respect to such participation. Notwithstanding the foregoing, the Indemnified Party may take
over the control of the defense or settlement of a Third Party Claim at any time if it irrevocably waives its right to indemnity under
Section 9.2 with respect to such Third Party Claim.


 


(ii)
If the Indemnifying Party fails to notify the Indemnified Party within the Dispute Period that the Indemnifying Party desires to defend
the Third Party Claim pursuant to Section 9.3(a), or if the Indemnifying Party gives such notice but fails to prosecute vigorously and
diligently or settle the Third Party Claim, or if the Indemnifying Party fails to give any notice whatsoever within the Dispute Period,
then the Indemnified Party shall have the right to defend, at the sole cost and expense of the Indemnifying Party, the Third Party Claim
by all appropriate proceedings, which proceedings shall be prosecuted by the Indemnified Party in a reasonable manner and in good faith
or will be settled at the discretion of the Indemnified Party(with the consent of the Indemnifying Party, which consent will not be unreasonably
withheld). The Indemnified Party will have full control of such defense and proceedings, including any compromise or settlement thereof;
provided, however, that if requested by the Indemnified Party, the Indemnifying Party will, at the sole cost and expense of the Indemnifying
Party, provide reasonable cooperation to the Indemnified Party and its counsel in contesting any Third Party Claim which the Indemnified
Party is contesting. Notwithstanding the foregoing provisions of this clause (ii), if the Indemnifying Party has notified the Indemnified
Party within the Dispute Period that the Indemnifying Party disputes its liability or the amount of its liability hereunder to the Indemnified
Party with respect to such Third Party Claim and if such dispute is resolved in favor of the Indemnifying Party in the manner provided
in clause (iii) below, the Indemnifying Party will not be required to bear the costs and expenses of the Indemnified Party’s defense
pursuant to this clause (ii) or of the Indemnifying Party’s participation therein at the Indemnified Party’s request, and
the Indemnified Party shall reimburse the Indemnifying Party in full for all reasonable costs and expenses incurred by the Indemnifying
Party in connection with such litigation. The Indemnifying Party may participate in, but not control, any defense or settlement controlled
by the Indemnified Party pursuant to this clause (ii), and the Indemnifying Party shall bear its own costs and expenses with respect
to such participation.


 




    	Page 16 of 22



    	 



    

 


(iii)
If the Indemnifying Party notifies the Indemnified Party that it does not dispute its liability or the amount of its liability to the
Indemnified Party with respect to the Third Party Claim under Section 9.2 or fails to notify the Indemnified Party within the Dispute
Period whether the Indemnifying Party disputes its liability or the amount of its liability to the Indemnified Party with respect to
such Third Party Claim, the amount of Damages specified in the Claim Notice shall be conclusively deemed a liability of the Indemnifying
Party under Section 9.2 and the Indemnifying Party shall pay the amount of such Damages to the Indemnified Party on demand. If the Indemnifying
Party has timely disputed its liability or the amount of its liability with respect to such claim, the Indemnifying Party and the Indemnified
Party shall proceed in good faith to negotiate a resolution of such dispute; provided, however, that if the dispute is
not resolved within thirty (30) days after the Claim Notice, the Indemnifying Party shall be entitled to institute such legal action
as it deems appropriate.


 


(b)
In the event any Indemnified Party should have a claim under Section 9.2 against the Indemnifying Party that does not involve a Third
Party Claim, the Indemnified Party shall deliver a written notification of a claim for indemnity under Section 9.2 specifying the nature
of and basis for such claim, together with the amount or, if not then reasonably ascertainable, the estimated amount, determined in good
faith, of such claim (an “Indemnity Notice”) with reasonable promptness to the Indemnifying Party. The failure by
any Indemnified Party to give the Indemnity Notice shall not impair such party’s rights hereunder except to the extent that the
Indemnifying Party demonstrates that it has been irreparably prejudiced thereby. If the Indemnifying Party notifies the Indemnified Party
that it does not dispute the claim or the amount of the claim described in such Indemnity Notice or fails to notify the Indemnified Party
within the Dispute Period whether the Indemnifying Party disputes the claim or the amount of the claim described in such Indemnity Notice,
the amount of Damages specified in the Indemnity Notice will be conclusively deemed a liability of the Indemnifying Party under Section
9.2 and the Indemnifying Party shall pay the amount of such Damages to the Indemnified Party on demand. If the Indemnifying Party has
timely disputed its liability or the amount of its liability with respect to such claim, the Indemnifying Party and the Indemnified Party
shall proceed in good faith to negotiate a resolution of such dispute; provided, however, that if the dispute is not resolved within
thirty (30) days after the Claim Notice, the Indemnifying Party shall be entitled to institute such legal action as it deems appropriate.


 


(c)
The Indemnifying Party agrees to pay the Indemnified Party, promptly as such expenses are incurred and are due and payable, for any reasonable
legal fees or other reasonable expenses incurred by them in connection with investigating or defending any such Claim.


 


(d)
The indemnity provisions contained herein shall be in addition to (i) any cause of action or similar rights of the Indemnified Party
against the Indemnifying Party or others, and (ii) any liabilities the Indemnifying Party may be subject to.


 


ARTICLE
X


MISCELLANEOUS


 


Section
10.1 GOVERNING LAW; JURISDICTION. This Agreement shall be governed by and interpreted in accordance with the laws of the State
of Delaware without regard to the principles of conflicts of law. Each of the Company and the Investor hereby submits to the exclusive
venue of the United States federal and state courts located in California, County of Los Angeles, with respect to any dispute arising
under the Transaction Documents or the transactions contemplated thereby.


 




    	Page 17 of 22



    	 



    

 


Section
10.2 JURY TRIAL WAIVER. The Company and the Investor hereby waive a trial by jury in any action, proceeding or counterclaim brought
by either of the Parties hereto against the other in respect of any matter arising out of or in connection with the Transaction Documents.


 


Section
10.3 ASSIGNMENT. The Transaction Documents shall be binding upon and inure to the benefit of the Company and the Investor and
their respective successors. Neither this Agreement nor any rights of the Investor or the Company hereunder may be assigned by either
party to any other Person.


 


Section
10.4 NO THIRD-PARTY BENEFICIARIES. This Agreement is intended for the benefit of the Company and the Investor and their respective
successors, and is not for the benefit of, nor may any provision hereof be enforced by, any other Person, except as set forth in Section
9.3.


 


Section
10.5 TERMINATION. The Company may terminate this Agreement at any time by written notice to the Investor in the event of a material
breach of this Agreement by the Investor. In addition, this Agreement shall automatically terminate on the earlier of (i) the end of
the Commitment Period; (ii) the date that the Company sells and the Investor purchases the Commitment Amount; (iii) the date in which
the Registration Statement or any subsequent Registration Statement(s) or amendments thereto related to the Commitment Amount, are no
longer effective, or (iv) the date that, pursuant to or within the meaning of any Bankruptcy Law, the Company commences a voluntary case
or any Person commences a proceeding against the Company, a Custodian is appointed for the Company or for all or substantially all of
its property or the Company makes a general assignment for the benefit of its creditors; provided, however, that the provisions of Articles
III, IV, V, VI, IX and the agreements and covenants of the Company and the Investor set forth in Article X shall survive the termination
of this Agreement.


 


Section
10.6 ENTIRE AGREEMENT. The Transaction Documents, together with the exhibits and schedules thereto, contain the entire understanding
of the Company and the Investor with respect to the matters covered herein and therein and supersede all prior agreements and understandings,
oral or written, with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules.


 


Section
10.7 FEES AND EXPENSES. Except as expressly set forth in the Transaction Documents or any other writing to the contrary, each
Party shall pay the fees and expenses of its advisers, counsel, accountants and other experts, if any, and all other expenses incurred
by such party incident to the negotiation, preparation, execution, delivery and performance of this Agreement. The Company shall pay
the Clearing Cost associated with each Closing, and any Transfer Agent fees (including any fees required for same-day processing of any
instruction letter delivered by the Company), stamp taxes and other taxes and duties levied in connection with the delivery of any Securities
to the Investor.


 




    	Page 18 of 22



    	 



    

 


Section
10.8 COUNTERPARTS. The Transaction Documents may be executed in multiple counterparts, each of which may be executed by less than
all of the Parties and shall be deemed to be an original instrument which shall be enforceable against the Parties actually executing
such counterparts and all of which together shall constitute one and the same instrument. The Transaction Documents may be delivered
to the other parties hereto by email of a copy of the Transaction Documents bearing the signature of the parties so delivering this Agreement.


 


Section
10.9 SEVERABILITY. In the event that any provision of this Agreement becomes or is declared by a court of competent jurisdiction
to be illegal, unenforceable or void, this Agreement shall continue in full force and effect without said provision; provided that such
severability shall be ineffective if it materially changes the economic benefit of this Agreement to any party.


 


Section
10.10 FURTHER ASSURANCES. Each Party shall do and perform, or cause to be done and performed, all such further acts and things,
and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request
in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated
hereby.


 


Section
10.11 NO STRICT CONSTRUCTION. The language used in this Agreement will be deemed to be the language chosen by the Parties to express
their mutual intent, and no rules of strict construction will be applied against any Party.


 


Section
10.12 EQUITABLE RELIEF. The Company recognizes that in the event that it fails to perform, observe, or discharge any or all of
its obligations under this Agreement, any remedy at law may prove to be inadequate relief to the Investor. The Company therefore agrees
that the Investor shall be entitled to temporary and permanent injunctive relief in any such case without the necessity of proving actual
damages.


 


Section
10.13 TITLE AND SUBTITLES. The titles and subtitles used in this Agreement are used for the convenience of reference and are not
to be considered in construing or interpreting this Agreement.


 


Section
10.14 AMENDMENTS; WAIVERS. No provision of this Agreement may be amended or waived by the parties from and after the date that
is one (1) Business Day immediately preceding the initial filing of the Registration Statement with the SEC. Subject to the immediately
preceding sentence, (i) no provision of this Agreement may be amended other than by a written instrument signed by both parties hereto
and (ii) no provision of this Agreement may be waived other than in a written instrument signed by the party against whom enforcement
of such waiver is sought. No failure or delay in the exercise of any power, right or privilege hereunder shall operate as a waiver thereof,
nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other
right, power or privilege.


 


Section
10.15 PUBLICITY. The Company and the Investor shall consult with each other in issuing any press releases or otherwise making
public statements with respect to the transactions contemplated hereby and no Party shall issue any such press release or otherwise make
any such public statement, other than as required by law, without the prior written consent of the other parties, which consent shall
not be unreasonably withheld or delayed, except that no prior consent shall be required if such disclosure is required by law, in which
such case the disclosing Party shall provide the other Party with prior notice of such public statement. Notwithstanding the foregoing,
the Company shall not publicly disclose the name of the Investor without the prior written consent of the Investor, except to the extent
required by law. The Investor acknowledges that the Transaction Documents may be deemed to be “material contracts,”
as that term is defined by Item 601(b)(10) of Regulation S-K, and that the Company may therefore be required to file such documents as
exhibits to reports or registration statements filed under the Securities Act or the Exchange Act. The Investor further agrees that the
status of such documents and materials as material contracts shall be determined solely by the Company, in consultation with its counsel.


 




    	Page 19 of 22



    	 



    

 


IN
WITNESS WHEREOF, the parties have caused this Agreement to be duly executed by their respective officers thereunto duly authorized
as of the day and year first above written.


 


	 	PROPANC
    BIOPHARMA, INC.
	 	 	 
	 	By:	/s/ James
    Nathanielsz
	 	Name:	James
    Nathanielsz
	 	Title:
    	Chief
    Executive Officer
	 	 	 
	 	DUTCHESS
    CAPITAL GROWTH FUND LP
	 	 	 
	 	By:	/s/ Michael
    Novielli
	 	Name:
    	Michael
    Novielli
	 	Title:	Managing
    Member, Dutchess Capital Advisors LLC, General Partner to: Dutchess Capital Growth Fund L.P.


 


[Signature
Page to Common Stock Purchase Agreement]


 




    	Page 20 of 22



    	 



    

 


DISCLOSURE
SCHEDULES TO


EQUITY
PURCHASE AGREEMENT


 


Schedule
4.3 – Capitalization


 


Schedule
4.5 – SEC Documents


 


Schedule
4.9 – Litigation


 


Schedule
4.10 – Registration Rights


 




    	Page 21 of 22



    	 



    

 


EXHIBIT
A


 


FORM
OF DRAWDOWN NOTICE


 


TO:
DUTCHESS CAPITAL GROWTH FUND LP


 


We
refer to the common stock purchase agreement, dated as of November __, 2021, (the “Agreement”), entered into by and
between PROPANC BIOPHARMA, INC. and you. Capitalized terms defined in the Agreement shall, unless otherwise defined herein, have the
same meaning when used herein.


 


We
hereby:


 


1)
Give you notice that we require you to purchase __________ Drawdown Notice Shares; and


 


2)
Certify that, as of the date hereof, the conditions set forth in Section 7.2 of the Agreement are satisfied.


 


	 	PROPANC
    BIOPHARMA, INC.
	 	 	               
	 	By:	 
	 	Name:	 
	 	Title:	 


 




    	Page 22 of 22