Exhibit 10.157


 





VG LIFE SCIENCES
INC.


CONVERTIBLE PROMISSORY NOTE


 


THIS
CONVERTIBLE PROMISSORY NOTE (“Note”) is issued as of November 14, 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 DW Odell Company, LLC, or registered assigns (the “Holder”), the principal
sum of fifty thousand dollars ($50,000.00), on or before July 9, 2016 (the “Maturity Date”) and to pay simple 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 July 9, 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.


 


 


 






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Section
3.     Optional 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,
in four equal tranches (25% each) on the following dates: October 9, 2015, January 9, 2016, April 9, 2016, and July 9, 2016. Any
conversion under this Section 3(a) shall be of a minimum amount of U.S. $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 (15) 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 the Note in effect on any Conversion Date shall be $0.065, which
is equal to 10% less than the lowest consecutive 3 day average closing price during the period beginning September 14, 2014 and
ending November 13, 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 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 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.


 


 


 






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(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.


 


(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.


 


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.


 


 


 






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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/ Haig Keledjian                           


Name: Haig Keledjian


Title: Chairman


 


 


 


 


 


 






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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 DW Odell Company, LLC


and Received by VG
Life Sciences Inc.


 


 


 


	July 9, 2014	$100,000.00
	 	 
	 	 
	 	 
	September 16, 2014	$50,000.00
	 	 
	 	 
	 	 
	October 27, 2014	$50,000.00
	 	 
	 	 
	 	 
	November 14, 2014	$50,000.00