Exhibit 10.172


 


VG LIFE SCIENCES INC.


CONVERTIBLE DEBENTURE


 


THIS CONVERTIBLE DEBENTURE
(“Note”) is issued as of November 5, 2014 (the “Original Issue Date”), by VG Life Sciences Inc., a Delaware
corporation (the “Company”), in an aggregate principal amount of $22,296.97.


 


Terms not otherwise defined
herein shall have the meanings given in Section 6 below.


 


FOR VALUE RECEIVED, the
Company promises to pay to Wonderland Capital Corp., or registered assigns (the “Holder”), the principal sum of Twenty-Two
Thousand Two Hundred Ninety Six Dollars and Ninety Seven Cents ($22,296.97), on or before May 5, 2016 (the “Maturity Date”)
and to pay interest to the Holder on the principal sum, at the rate per annum of eight percent (8%). Interest shall accrue daily
commencing on the Original Issue Date until payment in full of the principal sum, together with all accrued and unpaid interest,
has been made or duly provided for. Interest shall be calculated on the basis of a 360-day year. Interest hereunder will be due
and payable at the Maturity Date, to the person in whose name this Note is registered on the records of the Company (the “Note
Register”). The principal of, and interest on, this Note are payable in such coin or currency of the United States of America
as at the time of payment is legal tender for payment of public and private debts, at the address of the Holder last appearing
on the Note Register. A transfer of the right to receive principal and interest under this Note shall be transferable only through
an appropriate entry in the Note Register as provided herein.


 


This Note is subject to
the following additional provisions:


 


Section 1.          Convertible
Note and Warrant Purchase Agreement. This Note is issued pursuant to that certain Convertible Note and Warrant Purchase Agreement
(the “Agreement”) between the Company and Holder dated as of November 5, 2014. This Note is subject to, and qualified
by, all the terms and conditions set forth in the Agreement.


 


Section 2.          Events
of Default.


 


Section 2.1          Events
of Default Defined; Acceleration of Maturity. If an Event of Default (as defined in the Agreement) has occurred then upon
the occurrence of any such Event of Default, the Holder may, by notice to the Company, declare the unpaid principal amount of
the Note to be, and the same shall forthwith become, due and payable, without presentment, demand, protest or other notice of
any kind, all of which are hereby waived by the Company, together with the interest accrued thereon and all other amounts payable
by the Company hereunder and pursue all of Holder’s rights and remedies hereunder and under the other Loan Documents and
all other remedies available to Holder under applicable law.


 






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Section 3.          Conversion.


 


(a)          The outstanding principal and all
accrued and unpaid interest of this Note shall be convertible, at the option of the Holder, into shares of common stock of the
Company (“Common Stock”) at the Conversion Ratio, at the option of the Holder, on May 5, 2016. Any conversion under
this Section 3(a) shall be of a minimum amount of US $5,000 of Notes. The Holder shall effect conversions by surrendering
the Note to be converted to the Company, together with the form of conversion notice attached hereto as Exhibit A (the “Conversion
Notice”) in the manner set forth in Section 3(h). Conversion Notice shall specify the principal amount of Note to
be converted and the date on which such conversion is to be effected (the “Conversion Date”). Subject to Section
3(b), each Conversion Notice, once given, shall be irrevocable. If the Holder is converting less than all of the principal
amount represented by the Note tendered by the Holder with the Conversion Notice, the Company shall promptly deliver to the Holder
a new Note for such principal amount as has not been converted.


 


(b)          Not later than ten (10) Business
Days after the Conversion Date, the Company will deliver to the Holder (i) a certificate or certificates containing the restrictive
legends and trading restrictions required by law, if any, representing the number of shares of Common Stock being acquired upon
the conversion of the Note and (ii) the Note in principal amount equal to the principal amount of Note not converted; provided,
however that the Company shall not be obligated to issue certificates evidencing the shares of Common Stock issuable upon conversion
of the Note, until the Note is either delivered for conversion to the Company or any transfer Holder for the Note or Common Stock,
or the Holder notifies the Company that such Note has been lost, stolen or destroyed and provides a lost instrument indemnity to
the Company to indemnify the Company from any loss incurred by it in connection therewith. If such certificate or certificates
are not delivered by the date required under this Section 3(b), the Holder shall be entitled by written notice to the Company
at any time on or before its receipt of such certificate or certificates thereafter, to rescind such conversion, in which event
the Company shall immediately return the Note tendered for conversion.


 


(c)          (i)          The conversion price (“Conversion
Price”) for the Note in effect on any Conversion Date shall be $0.07, subject to adjustment as otherwise contemplated by
this Section 3(c).


 


(ii)          In case of any Acquisition (as
defined below) of the Company, then Holder shall have the right thereafter to convert any principal and interest remaining owing
under this Note prior to the closing of any such Acquisition. At the election of Holder, Holder may convert this Note into the
shares of stock and other securities and property receivable upon or deemed to be held by holders of Common Stock following such
Acquisition, and the Holder shall be entitled upon such event to receive such amount of securities or property as the shares of
the Common Stock, into which the Note could have been converted immediately prior to such Acquisition, would have been entitled.
The terms of any such Acquisition shall include such terms so as to continue to give to the Holder the right to receive the securities
or property set forth in this Section 3(c) upon any conversion following such Acquisition. This provision shall similarly
apply to successive Acquisitions. “Acquisition” means (a) the closing of the sale, transfer or other disposition of
all or substantially all of the VGLS’s assets, (b) the consummation of the merger or consolidation of VGLS with or into another
entity (except a merger or consolidation in which the holders of capital stock of VGLS immediately prior to such merger or consolidation
continue to hold at least fifty percent (50%) of the voting power of the capital stock of VGLS or the surviving or acquiring entity),
or any transaction or series of transactions to which VGLS is a party in which in excess of fifty percent (50%) of VGLS’s
voting power is transferred, or (c) the exclusive license of all or substantially all of the intellectual property of VGLS to a
third party.


 






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(iii)          The Conversion Price shall be
subject to adjustment as follows:


 


(A)          In case the Company shall (i) pay
a dividend in shares of its capital stock, (ii) subdivide its outstanding shares of Common Stock, (iii) combine its outstanding
shares of Common Stock into a smaller number of shares, or (iv) issue by reclassification of its shares of Common Stock any shares
of the Company, the Conversion Price in effect immediately prior thereto shall be adjusted so that the Holder of this Note thereafter
surrendered for conversion shall be entitled to received the number of shares of Common Stock which he would have owned or have
been entitled to receive after the happening of any of the events described above, had this Note been converted immediately prior
to the happening of such event. Such adjustment shall be made whenever any of the events listed above shall occur. An adjustment
made pursuant to this subdivision (A) shall become effective retroactively immediately after the record date in the case of a dividend
and shall become effective immediately after the effective date in the case of a subdivision, combination or reclassification.


 


(B)          If, at any time while
this Note is outstanding, the Company takes any voluntary action or any event occurs as to which the foregoing subdivisions are
not strictly applicable, but the failure to make an adjustment in the Conversion Price hereunder would not fairly protect the rights,
without dilution, represented by this Note, then the Conversion Price in effect immediately prior thereto shall be adjusted so
that the Holder of this Note shall be entitled to receive the number of shares of Common Stock which he would have owned or been
entitled to receive after the happening of any such action or event, had this Note been converted immediately prior to the happening
of any such action or event.


 


(d)          The Company covenants that it will
at all times reserve and keep available out of its authorized and unissued Common Stock solely for the purpose of issuance upon
conversion of the Note as herein provided, free from preemptive rights or any other actual contingent purchase rights of persons
other than the holders of the Note, such number of shares of Common Stock as shall be issuable upon the conversion of the aggregate
principal amount of the outstanding Note. The Company covenants that all shares of Common Stock that shall be so issuable shall,
upon issue, be duly and validly authorized, issued and fully paid and nonassessable.


 


(e)          Upon a conversion hereunder the
Company shall not be required to issue stock certificates representing fractions of shares of Common Stock, but may, if otherwise
permitted, make a cash payment in respect of any final fraction of a share based on the Conversion Price at such time.


 






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(f)          The issuance of certificates for
shares of Common Stock on conversion of the Note shall be made without charge to the Holder for any documentary stamp or similar
taxes that may be payable in respect of the issue or delivery of such certificate, provided that the Company shall not be required
to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate upon
conversion in a name other than that of the Holder and the Company shall not be required to issue or deliver such certificates
unless or until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or
shall have established to the satisfaction of the Company that such tax has been paid.


 


(g)          The Note converted into Common Stock
shall be canceled.


 


(h)          The Conversion Notice shall be given
by email or mail, postage prepaid, addressed to the Controller of the Company of VG Life Sciences Inc. located 121 Gray Avenue,
Suite 200, Santa Barbara, CA 93101. Any such notice shall be deemed given and effective upon the earliest to occur of (i) receipt
of such email at the email address specified in this Section 3(h), (ii) five days after deposit in the United States mails
or (iii) upon actual receipt by the party to whom such notice is required to be given.


 


Section 4.          Mandatory
Conversion.


 


(a)          In the event Holder has not elected
to convert all of the principal and interest remaining owing under this Note on or prior to May 5, 2016, the then outstanding principal
and accrued and unpaid interest amount of this Note shall, without further action by the Holder or the Company, be automatically
converted in whole into that number of shares of Common Stock of the Company at the Conversion Ratio on the Maturity Date (the
“Mandatory Conversion Date”).


 


(b)          Not later than ten (10) Business
Days after the Mandatory Conversion Date, the Company will deliver to the Holder a certificate or certificates containing the restrictive
legends and trading restrictions required by law, if any, representing the number of shares of Common Stock being acquired upon
the mandatory conversion of this Note; provided, however that the Company shall not be obligated to issue certificates evidencing
the equity securities issuable upon conversion of this Note, until the Note is either delivered for conversion to the Company or
any transfer Holder of the Note or Common Stock, or the Holder notifies the Company that the Note have been lost, stolen or destroyed
and provides a lost instrument indemnity or bond to the Company to indemnify the Company from any loss incurred by it in connection
therewith. The Company covenants and agrees that it shall comply with Sections 3(d) through (g) with respect to any
mandatory conversion and such sections are incorporated by reference herein.


 


Section 5.          Payment
of Principal and Redemption.


 


(a)          In the event of an
occurrence of an Event of Default, then the outstanding principal balance of this Note shall be due and payable in full on the
Maturity Date. Prior to the Mandatory Conversion Date this Note may not be prepaid.


 






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(b)          Nothing in this Section
5 shall impair the Holder’s right to convert this Note pursuant to Section 3 prior to the Mandatory Conversion Date.


 


Section 6.          Definitions.
For the purposes hereof, the following terms shall have the following meanings:


 


“Business Day”
shall mean any day, except a Saturday, Sunday or other day on which commercial banks in the State of California are authorized
or required by law to close.


 


“Conversion Ratio”
means, at any time, a fraction, of which the numerator is the outstanding principal amount represented by any Note plus accrued
but unpaid interest, and of which the denominator is the Conversion Price at such time.


 


“Original Issue Date”
means the date of the first issuance of this Note regardless of the number transfers hereof.


 


Section 7.          Stockholder
Rights. This Note shall not entitle the Holder to any of the rights of a stockholder of the Company, including without limitation,
the right to vote, to receive dividends and other distributions, or to receive any notice of, or to attend, meetings of stockholders
or any other proceedings of the Company, unless and to the extent converted into shares of Common Stock in accordance with the
terms hereof.


 


Section 8.          Lost
Note. If this Note shall be mutilated, lost, stolen or destroyed, the Company shall execute and deliver, in exchange and substitution
for and upon cancellation of a mutilated Note, or in lieu of or in substitution for a lost, stolen or destroyed debenture, a new
Note for the principal amount of this Note so mutilated, lost, stolen or destroyed but only upon receipt of evidence of such loss,
theft or destruction of such Note, and of the ownership hereof, and indemnity or bond, if requested, all reasonably satisfactory
to the Company.


 


Section 9.          Governing
Law. This Note shall be governed by and construed in accordance with the laws of the State of California, without giving effect
to conflicts of laws thereof.


 


Section 10.          Notices. All
notices or other communications hereunder shall be given, and shall be deemed duly given and received, if given, in the manner
set forth in Section 5(h).


 


Section 11.          Waiver.
Any waiver by the Company or the Holder a breach of any provision of this Note shall not operate as or be construed to be
a waiver of any other breach of such provision or of any breach of any other provision of this Note. The failure of the Company
or the Holder to insist upon strict adherence to any term of this Note on one or more occasions shall not be considered a waiver
or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Note. Any
waiver must be in writing.


 






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Section 12.          Severability.
If any provision of this Note is invalid, illegal or unenforceable, the balance of this Note shall remain in effect, and if
any provision is inapplicable to any person or circumstance, it shall nevertheless remain applicable to all other persons and
circumstances.


 


IN WITNESS WHEREOF, the Company has caused this
instrument to be duly executed by an officer thereunto duly authorized as of the date first above indicated.


 


VG LIFE SCIENCES INC.,


a Delaware corporation


 


 


 


By: /s/ John P. Tynan


       Name: John P. Tynan


       Title: President & CEO


 






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EXHIBIT A


 


 


 


NOTICE OF CONVERSION


AT THE ELECTION OF HOLDER


 


(To be Executed by the Registered Holder


in order to Convert the Note)


 


The undersigned hereby irrevocably elects to
convert the above Note into shares of Common Stock, no par value per share (the “Common Stock”), of VG Life Sciences
Inc. (the “Company”) according to the conditions hereof, as of the date written below. If shares are to be issued in
the name of a person other than undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering
herewith such certificates and opinions as reasonably requested by the Company in accordance therewith. No fee will be charged
to the Holder for any conversion, except for such transfer taxes, if any.


 








	Conversion calculations:	 
	 	Date to Effect Conversion
	 	 
	 	 
	 	Principal Amount of Notes
to be Converted
	 	 
	 	 
	 	Applicable Conversion Price
	 	 
	 	 
	 	Signature
	 	 
	 	 
	 	Name:
	 	 
	 	 
	 	Address:







 






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