Exhibit 10.169


 





CONVERTIBLE PROMISSORY NOTE


AND WARRANT PURCHASE AGREEMENT


 


 


THIS CONVERTIBLE
PROMISSORY NOTE AND WARRANT PURCHASE AGREEMENT is made as of August 22, 2014, by and among  Hock
Tiam Tay “VGLS”). (the “Investor”) and VG Life Sciences Inc. (the "Company" or “VGLS”)


 


THE PARTIES HEREBY AGREE AS FOLLOWS:


 


1.Purchase and Sale of Notes.


 


1.1Purchase and Sale of Note. Subject
to the terms and conditions of this Agreement and pursuant to promissory notes in the form attached hereto as Exhibit A (each
a "Note" and, collectively, the “Notes), the Investor agrees to purchase at the Closing and the Company agrees
to sell and issue to the Investor at the Closing and thereafter Notes in the principal amount of at least Fifty Thousand Dollars
($50,000) and up to a maximum of One Hundred Fifty Thousand Dollars ($150,000) at an amount equal to the face value of the Note(s)
(the "Investment"). Investor will purchase an initial Note in the minimum amount of Fifty Thousand ($50,000) in cash
at the Closing, but shall be entitled to purchase any amount in cash up to an aggregate of $150,000, such additional payments
to be made no later than August 21, 2015. A separate Note will be issued to Investor immediately upon tender of additional amounts
as contemplated herein. 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 the
lowest consecutive three-day average closing price of the Shares starting on July 23, 2014 and ending on August 21, 2014 (the
“Period”), minus a ten percent (10%) discount (the “Price”). Investor may not convert for one year after
the data of the investment. Then the Note will be convertible into Shares in four equal tranches (25% each) on the quarter anniversary
of the date of a given note commencing fifteen months and for each of the three succeeding quarters. 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 August 21, 2016 shall be automatically converted into Shares on such date, and (c) it will not be prepayable by VGLS.
Notwithstanding the foregoing, the Investor may convert all or any portion of the Notes, solely at the option of the Investor,
except that the lock up restrictions remain in effect. The maturity date for all notes shall be August 21, 2016.


 


1.2Purchase 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 Notes, Investor 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, 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.




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1.3Closing.


 


(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 and the Investor shall cause to be delivered to
the Company a wire transfer to the Company's order in the aggregate amount of the principal amount of the Investment as is prescribed
in Section 1.1 above.


 


(c)Following the Closing the Company shall deliver additional
Notes and Warrants as the cash or Services described in Section 1.1 above are provided to the Company.


 


1.4Change 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 Notes and the Shares to which Investor would have been
entitled to under the Notes 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:


 


2.1Organization, 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.


 






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2.2Authorization. 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 Notes and the
Warrants have been taken or will be taken prior to the Closing. This Agreement constitutes, and the Notes and the Warrants 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.


 


2.3Compliance 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 Notes 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.


 


2.4Governmental 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.


 


2.5Sufficient Authorized Shares. The number of authorized
but unissued shares of the Company's Common Stock will be sufficient to permit conversion of the Notes 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 Notes 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 Notes
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 Notes and/or the Warrants pursuant to this Agreement and shall not be issued in violation
of any preemptive or similar right.




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2.6No 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.


 


2.7Minute 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.


 


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


 


3.1Authorization. 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.


 


3.2Receipt 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.


 


3.3Investment 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.


 


3.4Restricted 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.




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3.5Legends. 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."


 


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:


 


4.1Representations 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.


 


4.2Performance. 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.


 


4.3Board 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 Notes and the Warrants, and the Company's performance thereunder,
and (ii) authorizing the reservation of a sufficient number of shares of the Company's Common Stock to permit the conversion of
the Notes 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:


 


5.1Representations 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.




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


 


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;


 


7.2Representations 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;


 


7.3Post 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.


 


7.4Institution 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




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7.5Continuation 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;


 


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 Notes, and all accrued but
unpaid interest thereon, to be immediately due and payable upon written notice to the Company.


 


8.Miscellaneous.


 


8.1Successors 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.


 


8.2Governing 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.


 


8.3Counterparts. 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.


 


8.4Titles 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.


 


8.5Notices. 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.




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


 


8.7Entire 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.


 


8.8Amendment 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.


 


8.9Severability. 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.


 


8.10Survival. 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


 


/s/ Hock Tiam Tay


Hock Tiam Tay


 


 






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EXHIBIT A


 


CONVERTIBLE PROMISSORY NOTE


 


THIS CONVERTIBLE PROMISSORY
NOTE (“Note”) is issued as of August 22, 2014 (the “Original Issue Date”), by VG Life Sciences, Inc., a
Delaware corporation (the “Company”), in an aggregate principal amount of $50,000.00.


 


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


 


FOR
VALUE RECEIVED, the Company promises to pay to Hock Tiam Tay or registered assigns (the “Holder”), the principal sum
of Fifty Thousand Dollars ($50,000.00), on or before August 21, 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 one of the Notes issued pursuant to that certain Convertible Note and Warrant
Purchase Agreement (the “Agreement”) between the Company and Holder dated as of August 22, 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 Notes
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.


 


Section 3.Optional Conversion.




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(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, in four equal tranches (25% each)
on the following dates: November 22 , 2015, February 22, 2016, May 22 , 2016, and August 22, 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
Notes (or such portions thereof) 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). Each Conversion Notice shall
specify the principal amount of Notes 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(s) 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 fifteen
(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 Notes and (ii) Notes in principal amount equal to the principal amount of Notes not converted;
provided, however that the Company shall not be obligated to issue certificates evidencing the shares of Common Stock issuable
upon conversion of any Notes, until Notes are either delivered for conversion to the Company or any transfer Holder for the Notes
or Common Stock, or the Holder notifies the Company that such Notes have 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 Notes tendered for conversion.


 


(c)         (i) The conversion price
(“Conversion Price”) for each Note in effect on any Conversion Date shall be 10% less than the lowest 3 day average
during the period beginning July 2 3 , 2014 and ending August 2 1 , 2014, 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 receive 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 Notes as herein provided, free from preemptive rights or any other actual contingent purchase rights
of persons other than the holders of Notes, such number of shares of Common Stock as shall be issuable upon the conversion of the
aggregate principal amount of all outstanding Notes. 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.


 


(f) The issuance of certificates
for shares of Common Stock on conversion of Notes 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.




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(g)Notes converted into Common Stock shall be canceled.


 


(h) Each 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 two years after the date
of this note, 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.


 




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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.


 


(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.


 


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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Schedule of Cash Proceeds from Hock Tiam
Tay


and Received by VG Life Sciences, Inc.


 


	August 22, 2014 	$50,000.00
	 	 
	__________	$______
	Date:	 
	 	$_______
	__________	 
	Date:	 
	 	$_______
	__________	 
	Date:	 
	 	$_______
	__________	 
	Date:	 


 






 






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EXHIBIT B


 


WARRANT
TO PURCHASE STOCK


 


Company: VG Life Sciences, Inc.


Number of Shares: 200,000


Class of Stock: Common


Initial Exercise Price Per Share: $0.8552


Issue Date: August 22, 2014


 


THIS WARRANT CERTIFIES THAT, for the agreed upon value of $1.00
and for other good and valuable consideration, Hock Tiam Tay (“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.


 


1.7Repurchase 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.


 


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 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.


 




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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.


 


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 common stock, or other securities, subdivides the outstanding common stock into a greater 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.




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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 may 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.




 





	 	VG Life Sciences Inc.,
	 	 
	 	 
	 	By: /s/ John P. Tynan
	 	John P. Tynan
		Title: President and 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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