April 8, 2003Consulting Agreement • May 11th, 2004 • Viral Genetics Inc /De/ • Pharmaceutical preparations • California
Exhibit 10.9 VIRAL GENETICS, INC. Option for the Purchase of _________ Shares of Common Stock Par Value $0.001 STOCK OPTION AGREEMENT THE HOLDER OF THIS OPTION, BY ACCEPTANCE HEREOF, BOTH WITH RESPECT TO THE OPTION AND COMMON STOCK ISSUABLE UPON...Stock Option Agreement • May 11th, 2004 • Viral Genetics Inc /De/ • Pharmaceutical preparations • California
Exhibit 10.7 TERMINATION AGREEMENT TERMINATION AGREEMENT dated the 1st day of March, 2004, and effective as of October 1, 2003 (the "Agreement"), by and between Viral Genetics, Inc., a Delaware corporation ("Viral Genetics"), and L&M Global Ventures,...Termination Agreement • May 11th, 2004 • Viral Genetics Inc /De/ • Pharmaceutical preparations • California
Exhibit 10.10 CONSULTING AGREEMENT THIS CONSULTING AGREEMENT (the "Agreement") is made and entered into by and between VIRAL GENETICS, INC., a Delaware corporation (the "Company"), and Therapeutic Genetics, Inc., a California corporation...Consulting Agreement • May 11th, 2004 • Viral Genetics Inc /De/ • Pharmaceutical preparations • California
Exhibit 10.2 Form 8-K, August 2002 Viral Genetics, Inc. File No. 000-26875 SUBSCRIPTION AGREEMENT VIRAL GENETICS, INC. 905 Mission Avenue South Pasadena, CA 91030 THE COMMON STOCK AND WARRANTS OF VIRAL GENETICS, INC., DESCRIBED IN THIS SUBSCRIPTION...Subscription Agreement • August 23rd, 2002 • Viral Genetics Inc /De/ • Pharmaceutical preparations
January 30, 2003Advisory Agreement • May 21st, 2003 • Viral Genetics Inc /De/ • Pharmaceutical preparations • California
E-51Letter Agreement • April 24th, 2002 • Viral Genetics Inc /De/ • Pharmaceutical preparations
RecitalsEmployment Agreement • May 11th, 2004 • Viral Genetics Inc /De/ • Pharmaceutical preparations • California
COMMON STOCK PURCHASE WARRANT To Purchase ________ Shares of Common Stock of VIRAL GENETICS, INC.Securities Agreement • March 30th, 2006 • Viral Genetics Inc /De/ • Pharmaceutical preparations
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Palisades Master Fund, LP (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the fifth year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Viral Genetics, Inc., a Delaware corporation (the “Company”), up to shares (the “Warrant Shares”) of Common Stock, par value $0.0001 per share, of the Company (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITY AGREEMENTSecurity Agreement • March 30th, 2006 • Viral Genetics Inc /De/ • Pharmaceutical preparations • New York
SECURITY AGREEMENT, dated as of March __, 2006 (this “Agreement”), among Viral Genetics, Inc., a Delaware corporation (the “Company”) and all of the Subsidiaries of the Company, excluding Viral Genetics Beijing, Ltd. (such subsidiaries, the “Guarantors”) (the Company and Guarantors are collectively referred to as the “Debtors”) and the holder or holders of the Company’s 10% Senior Secured Amortizing Convertible Debenture due September , 2008 in the original aggregate principal amount of $2,940, 000 (the “Debenture”), signatory hereto, their endorsees, transferees and assigns (collectively referred to as, the “Secured Parties”).
INVESTMENT AGREEMENTInvestment Agreement • June 20th, 2014 • VG Life Sciences, Inc. • Pharmaceutical preparations • Massachusetts
INVESTMENT AGREEMENT (this “AGREEMENT”), dated as of March 28, 2014 by and between VG LIFE SCIENCES INC., a Delaware corporation (the “Company”), and Dutchess Opportunity Fund, II, LP, a Delaware Limited Partnership (the “Investor”).
January 30, 2003Consulting Agreement • May 21st, 2003 • Viral Genetics Inc /De/ • Pharmaceutical preparations • California
SUBSIDIARY GUARANTEESubsidiary Guarantee • March 30th, 2006 • Viral Genetics Inc /De/ • Pharmaceutical preparations • New York
SUBSIDIARY GUARANTEE, dated as of March __, 2006 (this “Guarantee”), made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, (the “Guarantors”), in favor of the purchasers signatory (the "Purchasers") to that certain Securities Purchase Agreement, dated as of the date hereof, between Viral Genetics, Inc., a Delaware corporation (the “Company”) and the Purchasers.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 30th, 2006 • Viral Genetics Inc /De/ • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of March __, 2006 among Viral Genetics, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 30th, 2006 • Viral Genetics Inc /De/ • Pharmaceutical preparations
This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof among the Company and the Purchasers (the “Purchase Agreement”).
1. Definitions 1 2. Basic Transaction 4 3. Representations and Warranties of Viral 4 4. Representations and Warranties of 5Star 16 5. Pre-Closing Covenants 18 6. Conditions to Obligation to Close 19 7. Termination 21 8. Miscellaneous 21Agreement and Plan of Exchange • October 17th, 2001 • 5 Starliving Online Inc • Pharmaceutical preparations • California
Exhibit 10.5 Form 10-KSB, 2001 Viral Genetics, Inc. File No. 000-26875 SERVICES AGREEMENT SERVICES AGREEMENT dated as of March 25, 2002 (this "Agreement"), by and between L&M Global Ventures, Inc., a Delaware corporation, having an address at 93...Services Agreement • April 24th, 2002 • Viral Genetics Inc /De/ • Pharmaceutical preparations • California
Security Agreement SECURITY AGREEMENTSecurity Agreement • July 8th, 2008 • Viral Genetics Inc /De/ • Pharmaceutical preparations • New York
SECURITY AGREEMENT, dated as of March 5, 2008 (this “Agreement”), among Viral Genetics, Inc., a Delaware corporation (the “Company”) and all of the Subsidiaries of the Company, (such subsidiaries, the “Guarantors”) (the Company and Guarantors are collectively referred to as the “Debtors”) and Best Investments, Inc., a California corporation, their endorsees, transferees and assigns (the “Secured Party”).
ARTICLE IDebt Restructuring Agreement • June 18th, 2003 • Viral Genetics Inc /De/ • Pharmaceutical preparations • California
CONVERTIBLE PROMISSORY NOTE AND WARRANT PURCHASE AGREEMENTConvertible Promissory Note and Warrant Purchase Agreement • August 19th, 2015 • VG Life Sciences Inc. • Pharmaceutical preparations • California
THIS CONVERTIBLE PROMISSORY NOTE AND WARRANT PURCHASE AGREEMENT is made as of May 14, 2015, by and among Hock Tiam Tay (the “Investor”) and VG Life Sciences Inc. (the "Company" or “VGLS”).
CONSULTING AGREEMENTConsulting Agreement • June 20th, 2014 • VG Life Sciences, Inc. • Pharmaceutical preparations • California
THIS CONSULTING AGREEMENT (the "Agreement") is made and entered into by and between VG ENERGY, INC., a Delaware corporation (the "Client"), and Michael Capizzano on behalf of a corporation to be incorporated, ("Consultant") effective the 1st day of January 2011.
SUBSIDIARY GUARANTEESubsidiary Guarantee • July 8th, 2008 • Viral Genetics Inc /De/ • Pharmaceutical preparations • California
SUBSIDIARY GUARANTEE, dated as of March 5, 2008 (this “Guarantee”), made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, (the “Guarantors”), in favor of the purchasers signatory (the "Purchaser") to that certain Debt Restructuring Agreement, dated as of the date hereof, between Viral Genetics, Inc., a Delaware corporation (the “ Company ”) and the Purchaser.
10% SENIOR SECURED AMORTIZING CONVERTIBLE DEBENTURE DUE SEPTEMBER _, 2008Convertible Security Agreement • March 30th, 2006 • Viral Genetics Inc /De/ • Pharmaceutical preparations • New York
THIS 10% Senior Secured Amortizing Convertible Debenture is one of a series of duly authorized and issued Senior Secured Debentures of Viral Genetics, Inc., a Delaware corporation, having a principal place of business at 1321 Mountain View Circle, Azusa, California 91702 (the “Company”), designated as its 10% Senior Secured Amortizing Convertible Debenture, due September _, 2008 (this debenture, the “Debenture” and collectively with the other such series of debentures, the “Debentures”).
CONSULTING AGREEMENTConsulting Agreement • November 19th, 2015 • VG Life Sciences Inc. • Pharmaceutical preparations • California
THIS CONSULTING AGREEMENT (the “Agreement”) is made and entered into by and between VG LIFE SCIENCES INC., a Delaware corporation (the “Client”), and Sanjib Mukherjee (“Consultant”) effective the 10th day of August, 2015.
ASSIGNMENT OF PATENTAssignment of Patent • April 24th, 2002 • Viral Genetics Inc /De/ • Pharmaceutical preparations
ContractDebenture Agreement • June 20th, 2014 • VG Life Sciences, Inc. • Pharmaceutical preparations • California
THIS DEBENTURE AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS DEBENTURE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAW, AND MAY NOT BE OFFERED FOR SALE OR SOLD UNLESS A REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS SHALL BE EFFECTIVE WITH RESPECT THERETO OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS IS AVAILABLE IN CONNECTION WITH SUCH OFFER OR SALE. THIS DEBENTURE DOES NOT REQUIRE PHYSICAL SURRENDER HEREOF IN ORDER TO EFFECT A PARTIAL PAYMENT, REDEMPTION OR CONVERSION HEREOF. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS DEBENTURE MAY BE LESS THAN THE PRINCIPAL AMOUNT SHOWN BELOW.
January 30, 2003Advisory Engagement Agreement • May 21st, 2003 • Viral Genetics Inc /De/ • Pharmaceutical preparations • California
COMMON STOCK PURCHASE WARRANT VIRAL GENETICS, INC.Common Stock Purchase Warrant • December 9th, 2005 • Viral Genetics Inc /De/ • Pharmaceutical preparations
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Robert Siegel, MD, an individual residing in the city of Pleasantville, New York, (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the three year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Viral Genetics, Inc., a Delaware corporation (the “Company”), up to 555,555 shares (the “Warrant Shares”) of Common Stock, par value $0.0001 per share, of the Company (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SUBSCRIPTION AGREEMENTSubscription Agreement • June 20th, 2014 • VG Life Sciences, Inc. • Pharmaceutical preparations • California
This Agreement shall constitute the irrevocable offer of the undersigned to purchase, in the amounts and subject to the terms set forth in this Agreement, one Convertible Debenture of Viral Genetics, Inc., a Delaware corporation (the "Company") ("Debenture"), with the face value of $50,000 in the form attached hereto as Exhibit A, for the purchase price of $50,000. On execution by both parties, this Agreement shall become a bilateral agreement binding on both the undersigned and the Company. Each part of this Agreement must be completed by the undersigned and, by execution below, the undersigned acknowledges that it understands that the Company is relying on the accuracy and completeness hereof in complying with its obligations under applicable securities laws.
E-20Mutual Cooperation and Joint Venture Agreement • April 24th, 2002 • Viral Genetics Inc /De/ • Pharmaceutical preparations • California
Distribution Management AgreementDistribution Management Agreement • May 26th, 2006 • Viral Genetics Inc /De/ • Pharmaceutical preparations • California
This Distribution Management Agreement (this “Agreement”) is made and entered into as of the date indicated below, but deemed effective by the Parties as of July 1, 2004, by and between Viral Genetics, Inc., a Delaware corporation, located at 1321 Mountain View Circle, Azusa, CA 91702 (“VGI”), and Timothy & Thomas LLC, an Illinois limited liability company, located at 2625 South Loomis Street, Chicago, IL 60608 (“T&T”).
VG LIFE SCIENCES INC. RESTATEMENT AND AMENDMENT OF UNSECURED NOTE UNSECURED NOTEUnsecured Note • June 20th, 2014 • VG Life Sciences, Inc. • Pharmaceutical preparations • California
FOR VALUE RECEIVED, VG Life Sciences Inc., a Delaware corporation formerly known as Viral Genetics, Inc., whose address is 121 Gray Ave., Suite 200, Santa Barbara, CA 93101, (“Borrower”), promises to pay to or to the order of Best Investment Trust., a California entity (“Lender”), and its successors and assigns, in lawful money of the United States of America, Nine Hundred Ninety Three Thousand and Twenty Three ($993,023.00) (the “Principal”), with five (5%) interest per annum. No additional amounts may be tendered hereunder except as mutually agreed to in writing by Borrower and Lender. This Note is issued as a restatement and amendment of the Secured Revolving Credit Note dated March 5, 2008 issued by Borrower to Best Investment Inc. and subsequently assigned to Lender, to which such Note additional amounts have been tendered and owe.
ADVISORY AGREEMENTAdvisory Agreement • October 2nd, 2007 • Viral Genetics Inc /De/ • Pharmaceutical preparations • California
THIS ADVISORY AGREEMENT (the “Agreement”) is made and entered into by and between VIRAL GENETICS, INC., a Delaware corporation (the “Company”), and Dr. Sam Gulube, an individual residing in the city of ____________, South Africa (“Advisor”) effective this 1st day of April, 2007.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 9th, 2005 • Viral Genetics Inc /De/ • Pharmaceutical preparations • California
This Securities Purchase Agreement (this “Agreement”) is dated as of November 7, 2005, between Viral Genetics, Inc., a Delaware corporation (the “Company”), and Robert Siegel, an individual residing in the city of Pleasantville, New York, (the “Purchaser”).
SUBSCRIPTION AGREEMENTSubscription Agreement • June 20th, 2014 • VG Life Sciences, Inc. • Pharmaceutical preparations • California
This Agreement shall constitute the irrevocable oiler of the undersigned to purchase, in the amounts and subject to the terms set forth in this Agreement 100,000 Units at a purchase price of $0.02 per Unit. Each Unit is comprised of one share of the Common Stock of Viral Genetics, Inc., a Delaware corporation (the "Company") ("Shares"), and the warrant to Shares in the form attached hereto as Exhibit A (the "Warrants"), (the Shares and the Warrants referred to herein as the "Securities"). On execution by both parties, this Agreement shall become a bilateral agreement binding on both the undersigned and the Company. Each part of this Agreement must be completed by the undersigned and, by execution below, the undersigned acknowledges that it understands that the Company is relying on the accuracy and completeness hereof in complying with its obligations under applicable securities laws.
