Exhibit 10.171


 





CONVERTIBLE DEBENTURE

AND WARRANT PURCHASE AGREEMENT


 


THIS CONVERTIBLE DEBENTURE AND WARRANT
PURCHASE AGREEMENT is made as of November 5, 2014, by and among Wonderland Capital Corp., (the “Investor”) and VG Life
Sciences Inc. (the "Company" or “VGLS”).


 


THE PARTIES HEREBY AGREE AS FOLLOWS:


 


1.          Purchase and Sale of Note.


 


1.1          Purchase and Sale of Note. Subject to the terms and conditions of this Agreement and pursuant to a convertible debenture
in the form attached hereto as Exhibit A (“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 Twenty-Two Thousand Two Hundred Ninety Six Dollars
and Ninety Seven Cents ($22,296.97) (the "Investment"). The Warrant (as defined in Section 1.2 below) includes 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 $0.07 (the “Price”). The Note will be convertible into Shares on May 5, 2016 and lock
up restrictions will expire May 5, 2016. With respect to the Note: (a) it bears interest at the rate of eight percent (8%) per
annum, (b) any unconverted principal and interest remaining on the Note on May 5, 2016 shall be automatically converted into Shares
on such date, and (c) it will not be prepayable by VGLS. The maturity date for the note shall be May 5, 2016.


 


1.2          Purchase and Sale of Warrant. Subject to the terms and conditions of this Agreement, the Investor agrees to purchase
and the Company agrees to sell and issue to the Investor at the Closing, a warrant in the form attached hereto as Exhibit B
(the "Warrant") to purchase shares of the Company's Common Stock. In addition to the Note, Wonderland Capital Corp. will
receive warrant coverage (“Warrants”) for four Shares for every one dollar ($1.00) of cash provided to the Company
under Section 1.1 above, with each Warrant to be exercisable by Investor at the Price, as stated in Section 1.1 above, multiplied
by 7.5 ($0.53 per share), which includes a cashless exercise feature. The Warrants will be exercisable on any date after the four-year
anniversary of the date of this Agreement and expire on the five-year anniversary of the date of this Agreement.


 


1.3          Closing.


 


(a)          The purchase and sale of the initial Note and Warrants shall take place upon execution of this Agreement, or at such other
time and place as the Company and the Investor may determine (the "Closing").


 


(b)          At the Closing, the Company shall deliver to the Investor a Note representing the principal amount as is prescribed in Section 1.1
above.


 






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1.4          Change of Control. Notwithstanding anything to the contrary set forth in this Agreement, in the event of a “Change
of Control” of VGLS, Investor shall be entitled to receive (prior to the close of any such Change of Control) any remaining
Note and the Shares to which Investor would have been entitled to under the Note or the conversion thereof absent such Change of
Control. In addition to the foregoing, in the event of a Change of Control of VGLS, Investor shall be entitled to receive and exercise
(prior to the close of any such Change of Control) any and all corresponding Warrants to which it would have been entitled under
Sections 1.1 and 1.2 above during the full term of this Agreement absent such Change of Control, and the Shares exercisable under
the Warrants. For purposes of this Section 1.4 a “Change in Control” shall mean; (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.


 


2.          Representations, Warranties, and Covenants of the Company. The Company hereby represents and warrants to the Investor
that:


 


2.1          Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing and
in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its business
as now conducted and proposed to be conducted. The Company is duly qualified to transact business and is in good standing in each
jurisdiction in which the failure to so qualify would have a material adverse effect on its business or properties.


 


2.2          Authorization. All corporate actions on the part of the Company, its officers, directors and stockholders necessary
for the authorization, execution and delivery of this Agreement, the performance of all obligations of the Company hereunder and
the authorization, issuance and delivery of the Note and the Warrant have been taken or will be taken prior to the Closing. This
Agreement constitutes, and the Note and the Warrant when executed and delivered in accordance with their terms will constitute,
valid and legally binding obligations of the Company, enforceable in accordance with their respective terms except (i) as
limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement
of creditors' rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief,
or other equitable remedies and (iii) as limited by applicable usury laws.


 






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2.3          Compliance with Other Instruments. The Company is not in violation or default of any provisions of its Articles of
Incorporation, as amended (the "Articles"), or Bylaws (the "Bylaws"), or, except as set forth on Schedule 1
hereof, in any material respect of any provision of a mortgage, indenture, agreement, instrument or contract to which it is a party
or by which it is bound or of any federal or state judgment order, writ or decree, or, to its knowledge, of any statute, rule or
regulation applicable to the Company. The execution, delivery and performance by the Company of this Agreement, and the consummation
of the transactions contemplated hereby, including the issuance and delivery of the Note and the Warrants, will not result in any
such violation or be in material conflict with or constitute, with or without the passage of time or giving of notice, either a
material default under any such provision or an event that results in the creation of any material lien, charge or encumbrance
upon any assets of the Company or the suspension, revocation, impairment, forfeiture, or nonrenewal of any material permit, license,
authorization, or approval applicable to the Company, its business or operations, or any of its assets or properties.


 


2.4          Governmental Consents. Based in part upon the representations and warranties of the Investor in Section 3, no
consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal,
state or local governmental authority on the part of the, Company is required in connection with the consummation of the transactions
contemplated by this Agreement, except such post-closing filings as may be required under applicable federal and state securities
laws, which will be timely filed within the applicable period therefor.


 


2.5          Sufficient Authorized Shares. The number of authorized but unissued shares of the Company's Common Stock will be
sufficient to permit conversion of the Note and the exercise of the Warrants. From the date hereof, the Company shall at all times
maintain a sufficient quantity of authorized but unissued shares of Common Stock sufficient to permit conversion of the Note and
the exercise of the Warrants. In the event the Company, for any reason, no longer has a sufficient number of authorized but unissued
shares to comply with this Section 2.5, it shall use its best efforts to promptly authorize such shares. Upon the issuance
of shares of Common Stock pursuant to the conversion of the Note and/or the exercise of the Warrants, such shares of Common Stock
shall be duly and validly issued, fully paid and nonassessable, and issued in compliance with all applicable securities laws, as
then in effect, of the United States and each of the states whose securities laws govern the issuance of the Note and/or the Warrants
pursuant to this Agreement and shall not be issued in violation of any preemptive or similar right.


 


2.6          No Brokers. No broker or finder has acted directly or indirectly for the Company in connection with the transactions
contemplated by this Agreement, and no broker or finder is entitled to any brokerage, finder's or other fee or commission in respect
thereof based in any way on agreements, arrangements or understandings made by or on behalf of the Company and the Investor or
the transactions contemplated hereby.


 


2.7          Minute Books. The Company has made available to the Investor (and will continue to make available up to the Closing)
copies of the minute books of the Company. The minute books contains records of all written actions and meetings of the Board of
Directors and there have been no written actions or meetings of the Board of Directors since the date of the last meeting in the
minute books.


 






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3.          Representations and Warranties of the Investor. The Investor represents and warrants severally and not jointly, with
respect to the Investor, that:


 


3.1          Authorization. The Investor has full capacity, power and authority to enter into and perform this Agreement, and
all actions necessary to authorize the execution, delivery and performance of this Agreement have been taken prior to the Closing.
This Agreement constitutes a valid and legally binding obligation of the Investor, enforceable in accordance with its terms, except
as the same may be limited by bankruptcy, insolvency, moratorium, and other laws of general application affecting the enforcement
of creditors' rights generally.


 


3.2          Receipt of Information. The Investor believes it, he or she has received all the information necessary or appropriate
for deciding whether to acquire the Securities. The Investor further represents that the Investor has had an opportunity to ask
questions and receive answers from the Company regarding the terms and conditions of the offering of the Securities.


 


3.3          Investment Experience. The Investor is an investor in securities of companies in the development stage and acknowledges
that the Investor is able to fend for itself, herself or himself, can bear the economic risk of its, his or her investment and
has such knowledge and experience in financial or business matters that the Investor is capable of evaluating the merits and risks
of the investment in the Securities. If other than an individual, the Investor also represents it has not been organized for the
purpose of acquiring the Securities. The Investor further represents that the information provided on Investor's counterpart signature
page is true and accurate.


 


3.4          Restricted Securities. The Investor understands that the Securities are characterized as "restricted securities"
under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public
offering and that under such laws and applicable regulations such securities may be resold without registration under the Securities
Act of 1933, as amended (the "Securities Act") only in certain limited circumstances. In connection therewith, each lender
represents that it is familiar with Rule 144 under the Securities Act, as presently in effect, and understands the resale
limitations imposed thereby and by the Securities Act.


 


3.5          Legends. To the extent applicable, each certificate or other document evidencing any of the Securities shall be endorsed
with the legend set forth below, and the Investor covenants that, except to the extent such restrictions are waived by the Company,
the Investor shall not transfer the Securities represented by any such certificate without complying with the restrictions on transfer
described in the legends endorsed on such certificate:


 


"THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, OR HYPOTHECATED ABSENT AN EFFECTIVE
REGISTRATION THEREOF UNDER SUCH ACT OR COMPLIANCE WITH RULE 144 PROMULGATED UNDER SUCH ACT, OR UNLESS THE COMPANY HAS RECEIVED
AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED."


 






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4.          Conditions of Investor's Obligations. The obligations of the Investor hereunder are subject to the fulfillment on
or before the Closing of each of the following conditions:


 


4.1          Representations and Warranties. The representations and warranties of the Company contained in Section 2 shall
be true on and as of the Closing with the same effect as though such representations and warranties had been made on and as of
the date of such Closing.


 


4.2          Performance. The Company shall have performed and complied with all agreements, obligations and conditions contained
in this Agreement that are required to be performed or complied with by it on or before the Closing.


 


4.3          Board Actions. The Company shall have delivered to the Investor resolutions duly adopted by the Company's Board of
Directors and, to the extent required by applicable law or by the Company's Articles of Incorporation, the Company's Shareholders,
and certified by the Secretary of the Company (i) approving and authorizing the Company's execution and delivery of this Agreement,
the Note and the Warrant, and the Company's performance thereunder, (ii) authorizing the reservation of a sufficient number
of shares of the Company's Common Stock to permit the conversion of the Note and to permit the exercise of the 

Warrants.


 


5.          Conditions of the Company's Obligations. The obligations of the Company with respect to the Investor under this Agreement
are subject to the fulfillment on or before the Closing of each of the following conditions:


 


5.1          Representations and Warranties. The representations and warranties of the Investor contained in Section 3 and
on the Investor's signature page shall be true on and as of the Closing with the same effect as though such representations and
warranties had been made on and as of the Closing.


 


5.2          Delivery of Principal. The Investor shall have delivered the principal amount of the Investor's Investment as is
prescribed in Section 1.1.


 






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6.          Post-Closing Covenant of Company. During such times as any Note is outstanding, the Company shall provide the Investor
with a weekly update of the Company's actual and forecasted cash position and of any reasonably significant development related
to the Company or its business. Such weekly updates shall be transmitted to the Investor via facsimile or via e-mail, at a facsimile
number or e-mail address provided by the Investor, no later than noon pacific time each Monday during which such obligation remains
in effect.


 


7.          Events of Default.


 


Upon the occurrence of any of the following
specified events (each an "Event of Default"), unless such Event of Default shall have been waived or cured prior to
the exercise of the remedies set forth below:


 


7.1          Payments. Any default by the Company in the payment when due of any principal and unpaid accrued interest under any
Note if such default is not cured by the Company within ten (10) days after the holder of such Note has given the Company
written notice of such default;


 


7.2          Representations and Warranties. Any representation or warranty made by the Company herein shall prove to have been
incorrect in any material respect on or as of the date made and remains unremedied for a period of thirty (30) days after
any Investor provides the Company with written notice of such breach;


 


7.3          Post Closing Covenants. The failure of Company to satisfy any of the post-closing covenants set forth in Section 6
hereof within the time-periods set forth therein.


 


7.4          Institution of Bankruptcy Proceedings. The institution by the Company of proceedings to be adjudicated as bankrupt
or insolvent, or the consent by it to institution of bankruptcy or insolvency proceedings against it or the filing by it of a petition
or answer or consent seeking reorganization or release under the federal Bankruptcy Act, or any other applicable federal or state
law, or the consent by it to the filing of any such petition or the appointment of a receiver, liquidator, assignee, trustee, or
other similar official, of the Company, or of any substantial part of its property, or the making by it of an assignment for the
benefit of creditors, or the taking of corporate action by the Company in furtherance of any such action; or


 


7.5          Continuation of Bankruptcy Proceedings. If, within thirty (30) days after the commencement of an action against
the Company (and service of process in connection therewith on the Company) seeking any bankruptcy, insolvency, reorganization,
liquidation, dissolution or similar relief under any present or future statute, law or regulation, such action shall not have been
resolved in favor of the Company or all orders or proceedings thereunder affecting the operations or the business of the Company
stayed, or if the stay of any such order or proceeding shall thereafter be set aside, or if, within thirty (30) days after
the appointment without the consent or acquiescence of the Company of any trustee, receiver or liquidator of the Company or of
all or any substantial part of the properties of the Company, such appointment shall not have been vacated;


 






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Then, and in any such event, and at any time thereafter,
if any events shall be continuing, the Investor shall have the option to declare the principal amount of the Note, and all accrued
but unpaid interest thereon, to be immediately due and payable upon written notice to the Company.


 


8.          Miscellaneous.


 


8.1          Successors and Assigns. No party may assign any of its rights or delegate any of its obligations under this Agreement
without the prior written consent of the other party. Any purported assignment of rights or delegation of obligations in violation
of this Section 8.1 shall be void. This Agreement will apply to and be binding in all respects upon, and inure to the benefit of
heirs, executors, administrators, legal representatives, and permitted assigns of the parties.


 


8.2          Governing Law. This Agreement shall be governed by and construed under the laws of the State of California, without
giving effect to principles of conflict of laws.


 


8.3          Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original,
but all of which together shall constitute one and the same instrument.


 


8.4          Titles and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to
be considered in construing or interpreting this Agreement.


 


8.5          Notices. Unless otherwise provided, any notice required or permitted under this Agreement shall be given in writing
and shall be deemed effectively given upon personal delivery to the party to be notified or four (4) days after deposit with
the United States Post Office, by registered or certified mail, postage prepaid and addressed to the party to be notified at the
address indicated for such party on the signature page hereof, or at such other address as such party may designate by advance
written notice to the other parties.


 


8.6          Finder's Fee. Each party represents that it neither is nor will be obligated for any finders' fee or commission in
connection with this transaction.


 


8.7          Entire Agreement. This Agreement and the other documents delivered pursuant hereto constitute the entire agreement
among the parties and no party shall be liable or bound to any other party in any manner by any warranties, representations, or
covenants except as specifically set forth herein or therein.


 


8.8          Amendment and Waiver. Any term of this Agreement may be amended and the observance of any term of this Agreement
may be waived (either generally or in a particular instance and either retroactively or prospectively), with the written consent
of the Company and the Investor. This provision shall not affect the amendment and waiver provisions of the Note. Any waiver or
amendment effected in accordance with this section shall be binding upon each holder of any Securities purchased under this Agreement
at the time outstanding, each future holder of all such Securities, and the Company.


 






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8.9          Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, such
provision shall be excluded from this Agreement and the balance of the Agreement shall be interpreted as if such provision were
so excluded and shall be enforceable in accordance with its terms.


 


8.10        Survival. The representations, warranties, covenants and agreements made herein shall survive the Closing for a period
of 12 months.


 


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IN WITNESS WHEREOF, the parties have executed
this Agreement as of the date first above written.


 


VG Life Sciences Inc.


 


 


 


/s/ John P. Tynan


By: John P.
Tynan


Title: President & CEO


 


 


 


Wonderland Capital Corp.


 


 


 


/s/ Hugh Austin


By: Hugh Austin


Title: President, Wonderland Capital Corp.


 






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EXHIBIT A


 


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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EXHIBIT B





 


WARRANT TO PURCHASE STOCK


 


Company: VG Life Sciences Inc.


Number of Shares: 89,188


Class of Stock: Common


Exercise Price Per Share: $0.53


Issue Date: Date Proceeds Received in Full


 


THIS WARRANT CERTIFIES
THAT, for the agreed upon value of $1.00 and for other good and valuable consideration, Wonderland Capital Corp., a New York corporation
(“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.


 


ARTICLE 1. EXERCISE


 


1.1          Method of Exercise. Holder
may exercise this Warrant by delivering a duly executed Notice of Exercise in 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/ 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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