Common use of Purchase and Sale of Note Clause in Contracts

Purchase and Sale of Note. Subject to the terms and conditions of this Agreement and pursuant to a promissory note in the form attached hereto as Exhibit A (the "Note"), the Investor agrees to purchase at the Closing and the Company agrees to sell and issue to the Investor at the Closing a Note in the principal amount of Seventy-Five Thousand Dollars ($75,000) at a price equal to one hundred percent (100%) of the principal amount thereof (the "Investment"). For clarification, this Agreement replaces and satisfies all obligations pursuant to the Investor’s Unsecured Convertible Debenture, dated July 31, 2012, including any accrued interest and penalties and default provisions thereunder , as acknowledged and agreed by Investor and Company in accordance with the March 1, 2014 Amendment to Unsecured Convertible Debenture. Both the Note and the Warrant (as defined in Section 1.2 below) include a cashless exercise feature enabling conversion into unregistered shares (“Shares”) of common stock of VGLS based on the spread between the warrant exercise price and the then-trading value of the underlying VGLS Shares. The Note is convertible into Shares at a conversion rate equal to the lowest three-day average closing price of the Shares starting on July 16, 2013 and ending on September 15, 2013 (the “Period”), minus a ten percent (10%) discount. The Note will be convertible into Shares in four equal tranches (25% each) on the following dates: December 15, 2014, March 15, 2015, June 15, 2015, and September 15, 2015. The Note carries an eight percent (8%) per annum interest, and any unconverted shares automatically convert into Shares on September 15, 2015, and will not be prepayable at any time by VGLS.

Purchase and Sale of Note. Subject to the terms and conditions of this Agreement and pursuant to a promissory note in the form attached hereto as Exhibit A (the "“Note"”), the Investor agrees to purchase at the Closing and the Company agrees to sell and issue to the Investor at the Closing a Note in the principal amount of Seventy-Five Thirty Thousand Dollars ($75,00030,000) at a price equal to one hundred percent (100%) of the principal amount thereof (the "“Investment"”). For clarification, this Agreement replaces and satisfies all obligations pursuant to the Investor’s Unsecured Convertible Debenture, dated July 31August 12, 2012, including any accrued interest and penalties and default provisions thereunder , as acknowledged and agreed by Investor and Company in accordance with the March 1, 2014 Amendment to Unsecured Convertible Debenture. Both the Note and the Warrant (as defined in Section 1.2 below) include a cashless exercise feature enabling conversion into unregistered shares (“Shares”) of common stock of VGLS based on the spread between the warrant exercise price and the then-then- trading value of the underlying VGLS Shares. The Note is convertible into Shares at a conversion rate equal to the lowest three-day average closing price of the Shares starting on July 16, 2013 and ending on September 15, 2013 (the “Period”), minus a ten percent (10%) discount. The Note will be convertible into Shares in four equal tranches (25% each) on the following dates: December 15, 2014, March 15, 2015, June 15, 2015, and September 15, 2015. The Note carries an eight percent (8%) per annum interest, and any unconverted shares automatically convert into Shares on September 15, 2015, and will not be prepayable at any time by VGLS.

Purchase and Sale of Note. Subject to the terms and conditions of this Agreement and pursuant to a promissory note in the form attached hereto as Exhibit A (the "Note"), the Investor agrees to purchase at the Closing and the Company agrees to sell and issue to the Investor at the Closing a Note in the principal amount of Seventy-Five Two Hundred Seventy Thousand Dollars ($75,000) 270,000 at a price equal to one hundred percent (100%) of the principal amount thereof (the "Investment"). For clarification, this Agreement replaces and satisfies all obligations pursuant to the Investor’s Unsecured Convertible Debenture, dated July 31, 2012, including any accrued interest and penalties and default provisions thereunder , as acknowledged and agreed by Investor and Company there are two payment schedules. $170,000.00 will be made in accordance with the March 1six (6) equal monthly installments of $28,333.33 beginning January 30, 2014 Amendment and ending June 30, 2014 by wire to Unsecured Convertible DebentureVGLS. The remaining $100,000 will be paid directly to Xxxxxx Xxxx Xxxxxxxx, 0 Xxxxxx Xxxx Xxxx, Xxxxxxxx Xxx Xxxx 00000. Both the Note and the Warrant (as defined in Section 1.2 below) include a cashless exercise feature enabling conversion into unregistered shares (“Shares”) of common stock of VGLS based on the spread between the warrant exercise price and the then-trading value of the underlying VGLS Shares. The Note is convertible into Shares at a conversion rate equal to the lowest three-day average closing price of the Shares starting on July 16, 2013 and ending on September 15, 2013 (the “Period”), minus a ten percent (10%) discount. The Note will be convertible into Shares in four equal tranches (25% each) on the following dates: December 15, 2014, March 15, 2015, June 15, 2015, and September 15, 2015. The Note carries an eight percent (8%) per annum interest, and any unconverted shares is automatically convert converted into Shares on September 15, 2015after the lapse of one year, and will not be prepayable at any time by VGLS.

Purchase and Sale of Note. Subject to the terms and conditions of this Agreement and pursuant to a promissory note in the form attached hereto as Exhibit A (the "Note"), the Investor agrees to purchase at the Closing and the Company agrees to sell and issue to the Investor at the Closing a Note in the principal amount of Seventy-Five Ten Thousand Dollars ($75,00010,000) at a price equal to one hundred percent (100%) of the principal amount thereof (the "Investment"). For clarification, this Agreement replaces and satisfies all obligations pursuant to the Investor’s Unsecured Convertible Debenture, dated July 31August 29, 2012, including any accrued interest and penalties and default provisions thereunder , as acknowledged and agreed by Investor and Company in accordance with the March 1, 2014 Amendment to Unsecured Convertible Debenture. Both the Note and the Warrant (as defined in Section 1.2 below) include a cashless exercise feature enabling conversion into unregistered shares (“Shares”) of common stock of VGLS based on the spread between the warrant exercise price and the then-trading value of the underlying VGLS Shares. The Note is convertible into Shares at a conversion rate equal to the lowest three-day average closing price of the Shares starting on July 16, 2013 and ending on September 15, 2013 (the “Period”), minus a ten percent (10%) discount. The Note will be convertible into Shares in four equal tranches (25% each) on the following dates: December 15, 2014, March 15, 2015, June 15, 2015, and September 15, 2015. The Note carries an eight percent (8%) per annum interest, and any unconverted shares automatically convert into Shares on September 15, 2015, and will not be prepayable at any time by VGLS.

Purchase and Sale of Note. Subject to the terms and conditions of this Agreement and pursuant to a promissory note in the form attached hereto as Exhibit A (the "“Note"”), the Investor agrees to purchase at the Closing and the Company agrees to sell and issue to the Investor at the Closing a Note in the principal amount of Seventy-Five Two Hundred Twenty Thousand Dollars ($75,000) 220,000 at a price equal to one hundred percent (100%) of the principal amount thereof (the "“Investment"”). For clarification, this Agreement replaces there are two payment schedules. $200,000.00 will be made in six (6) equal monthly installments of$33,333.33 beginning November 30, 2013 and satisfies all obligations pursuant to the Investor’s Unsecured Convertible Debenture, dated July 31, 2012, including any accrued interest and penalties and default provisions thereunder , as acknowledged and agreed by Investor and Company in accordance with the March 1ending April 30, 2014 Amendment by wire to Unsecured Convertible DebentureVGLS. The remaining $20,000 will be paid directly to Tiberend Strategic Advisors, Inc., 00 Xxxx 00'" Xxxxxx, Xxx Xxxx, XX 00000. Both the Note and the Warrant (as defined in Section 1.2 below) include a cashless exercise feature enabling conversion into unregistered shares (“Shares”) of common stock of VGLS based on the spread between the warrant exercise price and the then-trading value of the underlying VGLS Shares. The Note is convertible into Shares at a conversion rate equal to the lowest three-day average closing price of the Shares starting on July 16, 2013 and ending on September 15, 2013 15,2013 (the “Period”), minus a ten percent (10%) discount. The Note will be convertible into Shares in four equal tranches (25% each) on the following dates: December 15, 2014, March 15, 2015, June 15, 2015, and September 15, 2015. The Note carries an eight percent (8%) per annum interest, and any unconverted shares is automatically convert converted into Shares on September 15, 2015after the lapse of one year, and will not be prepayable at any time by VGLS.