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”).
CONVERTIBLE PROMISSORY NOTE AND WARRANT PURCHASE AGREEMENTConvertible Promissory Note and Warrant Purchase Agreement • June 20th, 2014 • VG Life Sciences, Inc. • Pharmaceutical preparations • California
THIS CONVERTIBLE PROMISSORY NOTE AND WARRANT PURCHASE AGREEMENT is made as of September 15, 2013, by and between DMBM, Inc., (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.
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.
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.
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.
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.
EMPLOYMENT AGREEMENTEmployment Agreement • June 20th, 2014 • VG Life Sciences, Inc. • Pharmaceutical preparations • California
THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into by and between VIRAL GENETICS, INC., a Delaware corporation (the "Employer"), and Haig Keledjian, ("Employee") effective the 1st day of January 2011 (the "Effective Date").
NOTE PURCHASE AGREEMENTNote Purchase Agreement • June 20th, 2014 • VG Life Sciences, Inc. • Pharmaceutical preparations • California
NOTE PURCHASE AGREEMENT dated as of September 30, 2013 (this "Agreement"), by DR. ERIC ROSENBERG (the "Seller"), and Stephen B. Schott, who address is 3569 East View Drive, Lafayette, CA 94549 (the "Purchaser"). Each of the Seller and the Purchaser is also herein referred to as a "Party" and collectively as the "Parties".
PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • June 20th, 2014 • VG Life Sciences, Inc. • Pharmaceutical preparations • California
This Purchase and Sale Agreement (this "Agreement") is dated as of January 31, 2011, between Viral Genetics, Inc., a Delaware corporation (the "Vendor"), and the Purchaser described in the attached Schedule A (the "Purchaser").
VG LIFE SCIENCES INC. CONVERTIBLE NOTEConvertible 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 2290 Huntington Drive, Suite 100, San Marino, California, 91108, ("Borrower"), promises to pay to or to the order of Michael Capizzano ("Lender"), and his successors and assigns, in lawful money of the United States of America, twenty thousand and three hundred dollars ($20,300) (the "Principal"), without interest. This Convertible Note (the "Note") is issued in satisfaction of an invoice due to Wolf Greenfield and Sacks PC by Borrower (the "Invoice") and legally assigned to Lender pursuant to the Assignment attached hereto as Exhibit A (the "Assignment"), which such Invoice Borrower and Lender had agreed to settle in Shares on certain terms and conditions immediately following the Assignment and which this Note memorializes the amended terms and conditions of.
CONSULTING SERVICES AGREEMENT - AddendumConsulting Services Agreement • June 20th, 2014 • VG Life Sciences, Inc. • Pharmaceutical preparations
THIS ADDENDUM to the CONSULTING SERVICES AGREEMENT (the “Agreement”), executed on the date signed below, is effective as of January 1, 2012, and is entered into by and between VG Life Sciences Inc. (formerly Viral Genetics, Inc.) a Delaware corporation with its executive office located at 2290 Huntington Drive, Suite 100, San Marino, California 91108 (the “Company”), and JTL Enterprises Corp, a New York corporation with its executive offices located at 1107 38th Avenue, Seattle, WA 98122 (“Consultant”). The terms “Party” and “Parties” refer to the Company, VG Energy, Inc. and Consultant individually and collectively.
AMENDMENTConvertible Debenture • June 20th, 2014 • VG Life Sciences, Inc. • Pharmaceutical preparations
This AMENDMENT effective as of December 28, 2012 (this "Amendment"), by and among Timothy and Thomas LLC (the "Holder"), and VG Life Sciences Inc. formally known as Viral Genetics, Inc. a Delaware corporation (the "Company").
CONSULTING SERVICES AGREEMENT - AddendumConsulting Services Agreement • June 20th, 2014 • VG Life Sciences, Inc. • Pharmaceutical preparations
THIS ADDENDUM to the CONSULTING SERVICES AGREEMENT (the "Agreement"), executed on the date signed below, is effective as of January 1, 2011, and is entered into by and between Viral Genetics, Inc. a Delaware corporation with its executive office located at 2290 Huntington Drive, Suite 100, San Marino, California 91108 (the "Company"), and JTL Enterprises Corp, a New York corporation with its executive office located at 453 Half Hollow Road, Dix Hills, New York 11746 ("Consultant"). The terms "Party" and "Parties" refer to the Company and Consultant individually and collectively.
MEMORANDUM OF UNDERSTANDINGMemorandum of Understanding • June 20th, 2014 • VG Life Sciences, Inc. • Pharmaceutical preparations
MEMORANDUM OF UNDERSTANDING dated as of 3/18/2013 (this "MOU"), by and between VG Life Sciences Inc., A Delaware corporation ("VGLS"), and MedBridge., a California Limited Liability Corporation ("MedBridge"), with respect to mutual agreement for VGLS and MedBridge to enter into a 2-year Strategic Collaboration, where MedBridge will provide financial support, administrative support and other services to enable and drive the research forward and provide certainty for VGLS to meet operating expenses.
SERVICES AGREEMENTServices Agreement • June 20th, 2014 • VG Life Sciences, Inc. • Pharmaceutical preparations • California
Effective the 10th day of February 2011 by and between Viral Genetics, Inc., a Delaware corporation with offices at 2290 Huntington Drive, Suite 100, San Marino, CA, 91108 ("Customer") and Combustion Studios Inc., an Ontario corporation with offices at 548 King Street W., Suite 301, Toronto, ON, M5V 1M3 ("Vendor").
AMENDED AND RESTATED AMENDMENT TO CONVERTIBLE DEBENTURESConvertible Debentures Amendment • June 20th, 2014 • VG Life Sciences, Inc. • Pharmaceutical preparations • New York
This Amendment shall clarify certain vagueness in the original Amendment to reflect the understanding and agreement between the Company and DMBM. This Amendment shall amend and restate in its entirety that certain Amendment to Convertible Debentures dated as of September 14, 2012 (the "Original Amendment") between the Company and DMBM.
September 21, 2010 David W. Odell Santa Barbara, CA 93105T. RE: Viral Genetics Latin America, LLC (the "VGLA") Dear Sir:Membership Interest Purchase Agreement • June 20th, 2014 • VG Life Sciences, Inc. • Pharmaceutical preparations
Further to our discussions, and for good and lawful consideration, the receipt and sufficiency of which is hereby acknowledged, Viral Genetics, Inc., a Delaware corporation (the "Company") and you agree as follows:
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, up to 4,000,000 Units at a purchase price of $0,02 per Unit (Undersigned to insert number of Units 'purchased on page 5). Each Unit is comprised of one share of the Common Stock of Viral Genetics, Inc., a Delaware corporation (the "Company") ("Shares"), and one warrant, each of which allows the holder to acquire one Share, 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 s
DMBM INCLoan Agreement • June 20th, 2014 • VG Life Sciences, Inc. • Pharmaceutical preparations • New York
This letter agreement (this "Agreement’) shall confirm the understanding and agreement between DMBM Inc (the "Lender"), and VG Lite Sciences, Inc (the "Company"), with respect to the Loan (as hereinafter defined) from the Lender to the Company.
MEMORANDUM OF UNDERSTANDING February 1, 2014Memorandum of Understanding • June 20th, 2014 • VG Life Sciences, Inc. • Pharmaceutical preparations
This “MOU”, by and between VG Life Sciences Inc., a Delaware corporation (“VGLS”), and Tg IT, Inc., dba “Anchor Point IT-Solutions,” a California corporation (“Anchor Point”), with respect to mutual agreement for VGLS and Anchor Point to enter into a 1-year consulting service agreement, where Anchor Point will provide IT support and on-call services.
CANCELLATION AGREEMENTCancellation Agreement • June 20th, 2014 • VG Life Sciences, Inc. • Pharmaceutical preparations • New York
CANCELLATION AGREEMENT dated as of January 1, 2011, by and between VIRAL GENETICS, INC. (the "Company"), and IMPERIAL CONSULTING NETWORK, INC. ("ICN"). Each of the Company and ICN is also sometimes herein referred to as a "Party" and collectively as the "Parties".
LICENSE AGREEMENT Between Viral Genetics, Inc. and The Texas A&M University SystemLicense Agreement • June 20th, 2014 • VG Life Sciences, Inc. • Pharmaceutical preparations
This agreement ("Agreement") is made between Viral Genetics. Inc., a Delaware corporation with principal offices in San Marino, California, ("LICENSEE") and The Texas A&M University System, an agency of the State of Texas, with principal offices in College Station, Texas, ("SYSTEM"), collectively referred to as "Parties" and individually as "Party."
CONSULTANT FEE AGREEMENT THIS CONSULTANT FEE AGREEMENT (“Agreement”) dated the 5th day of August, 2010.Consultant Fee Agreement • June 20th, 2014 • VG Life Sciences, Inc. • Pharmaceutical preparations
WHEREAS the Company wishes to appoint the Consultant to introduce the Company to prospective Consultant Introductions (as defined below) on a non-exclusive basis as to one or more Transactions (as defined below) and on an exclusive basis as to the Listing (as defined below), and the Consultant wishes to accept such appointment;
EXTENSION AND CONFIRMATION AGREEMENTConsulting Agreement • June 20th, 2014 • VG Life Sciences, Inc. • Pharmaceutical preparations
WHEREAS Company and Consultant are party to a Consulting Agreement dated January 1, 2008 (the "Agreement") that they:verbally agreed to extend for one year on or about each of December 31, 2009 and. December 31, 2010 as provided for in Section I therein, and are mutually desirous of memorializing those extensions, and further desire to extend the Agreement for an additional year through December 31, 2012.
EXTENSION AND CONVERSION AGREEMENTExtension and Conversion Agreement • June 20th, 2014 • VG Life Sciences, Inc. • Pharmaceutical preparations
Made this 30th day of January 2012 (the "Effective Date") by and between Viral Genetics, Inc., a Delaware corporation (the "Company"), and Martin Eric Weisberg ("Consultant").
AMENDED AND RESTATED RELEASE AND SETTLEMENTRelease and Settlement Agreement • June 20th, 2014 • VG Life Sciences, Inc. • Pharmaceutical preparations • New York
AMENDED AND RESTATED RELEASE AND SETTLEMENT AGREEMENT dated as of October 6, 2011 (this "Agreement"), by and between Viral Genetics, Inc., a Delaware corporation (“Viral”), and DMBM, Inc., a New York corporation (“DMBM”), which amends and restates in its entirety that certain Release and Settlement dated as of the 1st day of March 2011 (the “Initial Agreement”).
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, 5,000,000 shares of the Common Stock of Viral Genetics, Inc., a Delaware corporation (the "Company") ("Shares"), for the Purchase Price of $0.001 per Share. 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.
CONSULTING SERVICES AGREEMENTConsulting Services Agreement • June 20th, 2014 • VG Life Sciences, Inc. • Pharmaceutical preparations • Washington
THIS CONSULTING SERVICES AGREEMENT (the "Agreement"), executed on the date signed below, is effective as of January 1, 2013, and is entered into by and between into by and between VG Life Sciences Inc. ("VGLS") a Delaware corporation with its executive office located at 121 Gray Avenue, Suite 300, Santa Barbara, CA 93101 (the "Company"), and JTL Enterprises Corp, a New York corporation with its executive office located at 1107 38th Avenue, Seattle, WA 98122("Consultant"). The terms "Party" and "Parties" refer to the Company and Consultant individually and collectively.
MARKETING/PUBLICATION AGREEMENTMarketing/Publications Agreement • June 20th, 2014 • VG Life Sciences, Inc. • Pharmaceutical preparations • California
MARKETING/PUBLICATION AGREEMENT effective as of October 01, 2008 (this “Agreement”), by and between Performance Profiler/Imperial Consulting Network, Inc., (the “Publisher”), and Viral Genetics, Inc. (the “Company”),
LICENSE AGREEMENT Between VG Life Sciences, Inc. and Scott & White Healthcare PATENT LICENSE AGREEMENT NO. SW11-003PLAPatent License Agreement • June 20th, 2014 • VG Life Sciences, Inc. • Pharmaceutical preparations
This agreement ("Agreement") is made between VG Life Sciences, Inc., a Delaware corporation with principal offices in San Marino, California, ("LICENSEE") and Scott & White Healthcare, a Texas non profit corporation, with offices located at 2401 South 31st Street, Temple, TX 76508, on behalf of itself and its Affiliates within its organizational structure ("S&W"), collectively referred to as "Parties" and individually as "Party.''
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 20th, 2014 • VG Life Sciences, Inc. • Pharmaceutical preparations • California
This Securities Purchase Agreement (this "Agreement") is dated as of October 20, 2010, between VG Energy, Inc., a Delaware corporation ("VGE"), Viral Genetics, Inc., a Delaware corporation (the "Parent"), and John D. Lefebvre or his designee(s), or their permitted successors or assigns, (the "Purchasers").
THIS AMENDING AGREEMENT is made effective as of the 1st day of June, 2011,Consultant Fee Agreement • June 20th, 2014 • VG Life Sciences, Inc. • Pharmaceutical preparations • Alberta
WHEREAS pursuant to an agreement dated the 5th day of August, 2010 (hereinafter referred to as the “Original Consultant Fee Agreement” attached hereto as Schedule “A”), made between Viral and Patton, certain activities and payments were contracted and the parameters were determined for the remuneration of Patton acting as a consultant;
CONSULTING AGREEMENTConsulting Agreement • June 20th, 2014 • VG Life Sciences, Inc. • Pharmaceutical preparations • California
This Agreement (“Agreement”) is made and effective Monday, January 1, 2013 by and between BlueWater Advisory Group, LLLC, (“BlueWater”) and VG Life Sciences, Inc., (the “Company”).
September 21, 2010Membership Interest Purchase Agreement • June 20th, 2014 • VG Life Sciences, Inc. • Pharmaceutical preparations
