Exhibit 4.5


 


 


WARRANT TO PURCHASE STOCK


 


Company: VG Life Sciences Inc.


Number of Shares: 40,000


Class of Stock: Common


Initial Exercise Price Per Share: $0.45


Issue Date: March 1, 2014


 


THIS WARRANT CERTIFIES
THAT, for the agreed upon value of $1.00 and for other good and valuable consideration, Mr. Anthony Freda Jr., (“Holder”)
is entitled to purchase the number of fully paid and nonassessable shares of the class of securities (the “Shares”)
of VG Life Sciences Inc. (the “Company” or “VGLS”) at the initial exercise price per Share ( the “Warrant
Price”) all as set forth above and as adjusted pursuant to Article 2 of this Warrant, subject to the provisions and upon
the terms and conditions set forth of this Warrant, and in consideration of the Holder entering into the Convertible Promissory
Note and Warrant Purchase Agreement dated March 1, 2014 in the amount of Ten Thousand Dollars ($10,000.00).


 


ARTICLE 1. EXERCISE


 


1.1          Method of Exercise. Holder
may exercise this Warrant by delivering a duly executed Notice of Exercise is substantially the form attached as Appendix 1 to
the principal office of the Company. Unless Holder is exercising the conversion right set forth in Section 1.2, Holders shall also
deliver to the Company a check for the aggregate Warrant Price for the Shares being purchased.


 


1.2          Conversion Right. In lieu
of exercising this Warrant as specified in Section 1.1, Holder may from time to time convert this Warrant, in whole or in part,
into a number of Shares determined by dividing (a) the aggregate fair market value of the Shares or other securities otherwise
issuable upon exercise of this Warrant minus the aggregate Warrant Price of such Shares by (b) the fair market value of one Share.
The fair market value of the Shares shall be determined pursuant Section 1.4.


 


1.3          No Rights Shareholder. This
Warrant does not entitle Holder to any voting rights as a shareholder of the company prior to the exercise hereof.


 


1.4          Fair Market Value. For purposes
of Section 1.2, if the Shares are traded in a public market, the fair market value of the Shares shall be the closing price of
the Shares (or the closing price of the Company’s stock into which the Shares are convertible) reported for the business
day immediately before Holder delivers its Notice of Exercise to the Company. If the Shares are not traded in a public market,
the Board of Directors of the Company shall determine fair market value in its reasonable good faith judgment. The foregoing notwithstanding,
if Holder advises the Board of Directors in writing that Holder disagrees with such determination, then the Company and Holder
shall promptly agree upon a reputable investment banking or public accounting firm to undertake such valuation. If the valuation
of such investment banking firm is greater than that determined by the Board of Directors, then all fees and expenses of such investment
banking firm shall be paid by the company. In all other circumstances, such fees and expenses shall be paid by Holder.


 






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1.5          Delivery of Certificate and New
Warrant. Promptly after Holder exercises or converts this Warrant, the Company shall deliver to Holder certificates for the
Shares acquired and, if this Warrant has not been fully exercised or converted and has not been fully exercised or converted and
has not expired, a new Warrant representing the Shares not so acquired.


 


1.6          Replacement of Warrants.
On receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant and,
in the case of loss, theft or destruction, on delivery of an indemnity agreement reasonably satisfactory in form and amount to
the Company or, in the case of mutilation, or surrender and cancellation of this Warrant, the Company at its expense shall execute
and deliver, in lieu of this Warrant, a new warrant of like tenor.


 


1.7          Repurchase on Sale, Merger, or
Consolidation of the Company


 


1.7.1          “Acquisition” 
For the purpose of this Warrant, “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.


 


1.7.2          Assumption of Warrant.
Upon the closing of any Acquisition the successor entity shall assume the obligations of this Warrant, and this Warrant shall be
exercisable for the same securities, cash, and property as would be payable for the Shares issuable upon exercise of the unexercised
portion of this Warrant as if such Shares were outstanding on the record date for the Acquisition and subsequent closing. The Warrant
Price shall be adjusted accordingly.


 


1.7.3          Purchase Right. Notwithstanding
the foregoing, at the election of Holder, the Company shall purchase the unexercised portion of this Warrant for cash upon the
closing of any Acquisition for an amount equal to (a) the fair market value of any consideration that would have been received
by Holder in consideration of the Shares had Holder exercised the unexercised portion of this Warrant immediately before the record
date for determining the shareholders entitled to participate in the proceeds of the Acquisition, less (b) the aggregate Warrant
Price of the Shares, but in no event less than zero.


 






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ARTICLE 2. ADJUSTMENTS TO THE SHARES.


 


2.1          Stock Dividends, Splits, Etc.
If the Company declares or pays a dividend on its common stock ( or the Shares if the Shares are securities other than common stock
) payable in common stock, or other securities, subdivides the outstanding common stock into a greater amount of common stock,
or, if the Shares are securities other than common stock, subdivides the Shares in a transaction that increases the amount of common
stock into which the Shares are convertible, then upon exercise of this Warrant, for each Share acquired, Holder shall receive,
without cost to Holder, the total number and kind of securities to which Holder would have been entitled had Holder owned the Shares
of record as of the date the dividend or subdivision occurred.


 


2.2          Reclassification, Exchange or
Substitution. Upon any reclassification, exchange, substitution, or other event that results in a change of the number and/or
class of the securities issuable upon exercise or conversion of this Warrant, Holder shall be entitled to receive, upon exercise
or conversion of this Warrant, the number and kind of securities and property that Holder would have received for the shares if
this Warrant had been exercised immediately before such reclassification, exchange, substitution, or other event. Such an event
shall include any automatic conversion of the outstanding or issuable securities of the Company of the same class or series as
the Shares to common stock pursuant to the terms of the Company’s Certificate of Incorporation upon the closing of a registered
public offering of the Company’s common stock. The Company or its successor shall promptly issue to Holder a new Warrant
for such new securities or other property. The new adjustments provided for in this Article 2 including, without limitation, adjustments
to the Warrant Price and to the number of securities or property issuable upon exercise of the new Warrant. The provisions of this
Section 2.2 shall similarly apply to successive reclassifications, exchanges, substitutions, or other events.


 


2.3          Adjustments for Combinations,
Etc. If the outstanding Shares are combined or consolidated, by reclassification or otherwise, into a lesser number of shares,
the Warrant price shall be proportionately increased.


 


2.4          Adjustments for Diluting Issuances.
The number of shares of common stock issuable upon conversion of the Shares, shall be subject to adjustment, from time to time
in the manner set forth in the Company’s Certificate of Incorporation with respect to issuance of securities for a price
lower than certain prices specified in the Certificate of Incorporation.


 


2.5          No Impairment. The Company
shall not, by amendment of its Certificate of Incorporation or through a reorganization, transfer of assets, consolidation, merger,
dissolution, issue, or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of
any of the terms to be observed or performed under this Warrant by the Company, but shall at all times in good faith assist in
carrying out of all the provisions of this Article 2 and in taking all such action as may be necessary or appropriate to protect
Holder’s rights under this Article against impairment. If the Company takes any action affecting the Shares or its common
stock other than as described above that adversely affects Holder’s rights under this Warrant, the Warrant Price shall be
adjusted downward and the number of Shares issuable upon exercise of this Warrant shall be adjusted upward in such a manner that
the aggregate Warrant price of this Warrant is unchanged.


 






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2.6          Fractional Shares.  No fractional
Shares shall be issuable upon exercise or conversion of the Warrant and the number of Shares to be issued shall be rounded down
to the nearest whole Share. If a fractional share interest arises upon any exercise or conversion of the Warrant, the Company shall
eliminate such fractional share interest by paying Holder amount computed by multiplying the fractional interest by the fair market
value of a full Share.


 


2.7          Certificate as to Adjustments.
Upon each adjustment of the Warrant Price, the Company at its expense shall promptly compute such adjustment, and furnish Holder
with a certificate of its Chief Financial officer setting forth such adjustment and the facts upon which such adjustment is based.
The Company shall, upon written request, furnish Holder a certificate setting forth the Warrant price in effect upon the date thereof
and the series of adjustments leading to such Warrant Price.


 


ARTICLE 3. REPRESENTATIONS AND COVENANTS
OF THE COMPANY.


 


3.1          Representations and Warranties.
The Company hereby represents and warrants to the Holder that all Shares which may be issued upon the exercise of the purchase
right represented by this Warrant and all securities, if any, issuable upon conversion of the Shares, shall, upon issuance, be
duly authorized, validly issued, fully paid and nonassessable, and free of any liens and encumbrances except for restrictions on
transfer provided for herein or under applicable federal and state securities laws.


 


3.2          Notice of Certain Events.
If the company proposes at any time (a) to declare any dividend or distribution upon its common stock, whether in cash, property,
stock or other securities and whether or not a regular cash dividend; (b) to offer for subscription pro rata to the holders of
any class or series or other rights; (c) to effect any reclassification or recapitalization of common stock; (d) to merge or consolidate
with or into any other corporation, or sell, lease, license, or convey all or substantially all of its assets, or to liquidate,
dissolve or wind up; or (e) offer holders of registration rights the opportunity to participate in an underwritten public offering
of the company’s securities for cash, then, in connection with each such event, the Company shall give Holder (1) at least
20 days prior written notice of the date on which a record will be taken for such dividend, distribution or subscription rights
(and specifying the date on which the holders of common stock will be entitled thereto) or for determining rights to vote, if any,
in respect of the matters referred to in (c) and (d) above; 2 in the case of the matters referred to in (c) and (d) above at least
20 days prior written notice of the date when the same will take place (and specifying the date on which the holders of common
stock will be entitled to exchange their common stock for securities or other property deliverable upon the occurrence of such
event); and (3) in the case of the matter referred to in (e) above, the same notice as is given to the holders of such registration
rights.


 


3.3          Information Rights. So long
as the Holder holds this Warrant and /or any of the Shares, the Company shall deliver to the Holder (a) promptly after mailing,
copies of all notices or other written communications to the shareholders of the Company, (b) within ninety (90) days after the
end of each fiscal year of the Company, the annual financial statements of the Company.


 






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3.4          Registration Under Securities
Act of 1933, as amended.  The Company agrees that the Shares shall be subject to the registration rights granted to any other
holders of the Company’s common stock.


 


ARTICLE 4. MISCELLANEOUS.


 


4.1          Term. This Warrant is exercisable,
in whole or in part, at any time and from time to time on or after the fourth anniversary of the Issue Date hereof and up to and
including the fifth anniversary of the Issue Date.


 


4.2          Legends.  This Warrant and
the Shares (and the securities issuable, directly or indirectly, upon conversion of the Shares, if any) shall be imprinted with
a legend in substantially the following form:


 


THIS SECURITY HAS NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHOUT AN
EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR PURSUANT TO RULE 144 OR AN OPINION OF COUNSEL REASONABLY
SATISFACTORY TO THE CORPORATION AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED.


 


4.3          Compliance with Securities Laws
on Transfer. This Warrant and the Shares issuable upon exercise this Warrant (and the securities issuable , directly or indirectly,
upon conversion of the shares, if any) may not be transferred or assigned in whole or in part without compliance with limitation,
the delivery of investment representation letters and legal opinions reasonably satisfactory to the Company, as reasonable requested
by the Company). The Company shall not require Holder to provide an opinion of counsel if the transfer is to an affiliate of Holder
or if there is no material question as to the availability of current information as referenced in rule 144(c), Holder represents
that it has complied with Rule 144(d) and (e) in reasonable detail, the selling broker represents that it has complied with Rule
144(f), and the Company is provided with a copy of Holder’s notice of proposed sale.


 


4.4          Transfer Procedure.Subject
to the provisions of Section 4.2, Holder may transfer all or part of this Warrant or the Shares issuable upon exercise of this
Warrant (or the securities issuable, directly or indirectly, upon conversion of the Shares, if any) by giving the Company notice
of the portion of the Warrant being transferred setting forth the name, address and taxpayer identification number of the transferee
and surrendering this Warrant to the company for reissuance to the transferee(s) (and Holder if applicable).


 


4.5          Notices. All notices and
other communications from the Company to the Holder, or vice versa, shall be deemed delivered and effective when given personally
or mailed by first-class registered or certified mail, postage prepaid, at such address as may have been furnished to the Company
or the Holder, as the case my be, in writing by the Company or such holder from time to time.


 






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4.6          Waiver. This Warrant and
any term hereof may be changed, waived, discharged or terminated only by an instrument in writing signed by the party against which
enforcement of such change, waiver, discharge or termination is sought.


 


4.7          Attorneys Fees. In the event
of any dispute between the parties concerning the terms and provisions of this Warrant , the party prevailing in such dispute shall
be entitled to collect from the other party all costs incurred in such dispute, including reasonable attorney’s fees.


 


4.8          Governing Law.  This Warrant
shall be governed by and construed in accordance with the laws of the State of California, without giving effect to its principles
regarding conflicts of law.


 


 


 


/s/ By: John P. Tynan


By: John P. Tynan


Title: President & CEO


 


 


 


 


 


 


 


 


 






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APPENDIX 1


 


NOTICE OF EXERCISE


 


1.          The undersigned hereby elects to
convert the attached Warrant into in the manner specified in the Warrant. This conversion is exercised with respect to _______________________
of the Shares covered by the Warrant.


 


2.          Please issue a certificate or certificates
representing said shares in the name of the undersigned or in such other name as is specified below:


 


______________________________________


(Name)


 


______________________________________


 


______________________________________


(Address)


 


3.          The undersigned represents it is acquiring the shares solely for its own account and not as a nominee for any other party
and not with a view toward the resale or distribution thereof except in compliance with applicable securities laws.


 





	____________________	 	__________________________________________
	 	 	 
	(Date)	 	(Signature)




 


 


 



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