Exhibit 10.87


 





THIS DEBENTURE AND THE SECURITIES ISSUABLE
UPON CONVERSION OF THIS DEBENTURE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"), OR ANY STATE SECURITIES LAW, AND MAY NOT BE OFFERED FOR SALE OR SOLD UNLESS A REGISTRATION STATEMENT UNDER SUCH ACT
AND APPLICABLE STATE SECURITIES LAWS SHALL BE EFFECTIVE WITH RESPECT THERETO OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES
ACT AND APPLICABLE STATE SECURITIES LAWS IS AVAILABLE IN CONNECTION WITH SUCH OFFER OR SALE. THIS DEBENTURE DOES NOT REQUIRE PHYSICAL
SURRENDER  HEREOF IN ORDER TO EFFECT A PARTIAL PAYMENT, REDEMPTION OR CONVERSION HEREOF. ACCORDINGLY, THE OUTSTANDING PRINCIPAL
AMOUNT OF THIS DEBENTURE MAY BE LESS THAN THE PRINCIPAL AMOUNT SHOWN BELOW.


 


VIRAL GENETICS, INC.


 


UNSECURED CONVERTIBLE DEBENTURE


 


	San Marino, California	$150,000


Issue Date: August 11, 2012


 


FOR VALUE RECEIVED, VIRAL GENETICS,
INC., a Delaware corporation (the "Company"), hereby promises to pay to the order of the Dr. Robert Siegel,
or his permitted successors or assigns (the "Holder") the Principal (as hereinafter defined), in same
day funds, on or before August 11, 2013 (the "Maturity Date"). The Holder may convert amounts of
this Debenture into shares ("Conversion Shares") of the Company's common stock, par value $0.0001 per
share (the "Common Stock"), on  the terms and subject to the conditions set forth herein.


 


The Principal shall be equal to the sum
of (a) one hundred and fifty thousand dollars ($150,000), to be delivered in cash to Holder prior to execution hereof. The Company's
obligations under the Debenture, including without limitation its obligation to make payments of principal thereof, are unsecured.


 


1. DEFINITIONS.


 


"Conversion Price" means .001 per Unit.


 


"Default Interest Rate" means fourteen
percent (14%).


 


"Person" means
any individual, corporation, trust, association, company, partnership, joint venture, limited liability company, joint stock company,
or other entity.


 


"Trading Day" means
a day on which shares of Common Stock is quoted for trading on a recognized stock market.


 


"Unit" means
a Unit of Common Shares.


 






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All definitions contained in this Debenture
are equally applicable to the singular and plural forms of the terms defined. The words "hereof", "herein"
and "hereunder" and words of similar import referring to this Debenture refer to this Debenture as a whole and not to
any particular provision of this Debenture.


 


2.PAYMENT.


 


(a)Payment. The Company shall pay to the Holder,
in cash on or before the Maturity Date, the original principal amount of this Debenture; provided, that if the Maturity
Date is not a Trading Day, such payment shall be made on the next succeeding Trading Day. The Payment that is due and which is
not paid on the Maturity Date shall bear interest until paid at the Default interest Rate.


 


3. CONVERSION.


 


(a)Right to
Convert. Subject to the conditions and limitations specifically provided herein, the Holder shall have the right to convert,
at any time and from time to time after the Issue Date, all or any part of the outstanding and unpaid principal amount and interest
of this Debenture into such number of Units as is determined in accordance with the terms hereof (a "Conversion").


 


(b)Conversion
Notice. In order to convert principal of this Debenture, the Holder shall send by facsimile transmission, at any time prior
to 5:00 p.m., Pacific Time, on the Trading Day on which the Holder wishes to effect such Conversion (the "Conversion
Date"), a properly completed notice of conversion to the Company, in the form set forth on Annex I hereto,
stating the amount of principal and interest to he converted and a calculation of the number of Units issuable upon such Conversion
(a "Conversion Notice"). The Conversion Notice shall also state the name or names (if not the Holder)
in which the Units that are issuable on such Conversion shall be issued. The Holder shall not be required to physically surrender
this Debenture to the Company in order to effect a Conversion, unless such Conversion would represent payment in full of the Debenture.
The Company shall maintain a record showing, at any given time, the unpaid principal amount of this Debenture and the date of
each Conversion or other payment of principal hereof.


 


(e)Number of Conversion Shares;
Conversion Price. The number of Units to be delivered by the Company pursuant to a Conversion shall be equal to the principal
amount of and this Debenture being converted divided by the Conversion Price.


 


(d)Delivery of Units Upon Conversion.
Upon receipt of a Conversion Notice, the Company shall, no later than the close of business on the fifth (5th) Trading Day following
the Conversion Date set forth in such Conversion Notice (the "Delivery Date"), issue and deliver or cause
to be delivered to the Holder the Units determined pursuant to paragraph 3(c) above. The Company shall effect delivery of Units
to the Holder no later than the close of business on such Delivery Date, if any Conversion would create a fractional Units, such
fractional Units shall be disregarded and the number of Units issuable upon such Conversion, in the aggregate, shall he the nearest
whole number of Units.


 


4.MISCELLANEOUS.


 


 



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(a)Failure to Exercise
Rights not Waiver. No failure or delay on the part of the Holder in the exercise of any power, right or privilege hereunder
shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude any
other or further exercise thereof. All rights and remedies of the Holder hereunder are cumulative and not exclusive of any rights
or remedies otherwise available.


 


(b)Notices.
Any notice, demand or request required or permitted to be given by the Company or the Holder pursuant to the terms of this Debenture
shall he in writing and shall be deemed delivered (i) when delivered personally or by verifiable facsimile transmission, unless
such delivery is made on a day that is not a Trading Day, in which case such delivery will be deemed to be made on the next succeeding
Trading Day and (ii) on the next Trading Day after timely delivery to an overnight courier, addressed as follows:


 


If to the Company:





Viral Genetics, Inc.





2290 Huntington Drive, Suite 100





San Marino, CA 92084





Tel: 626-334-5310





Fax: 626-334-5324


 


If to the Holder: Dr. Robert Siegel





Tel: 917-542-6975





Email: Robert.Siegel@va.gov


 


(c)Amendments.
No amendment, modification or other change to, or waiver of any provision of, this Debenture may be made unless such amendment,
modification or change is set forth in writing and is signed by the Company and the Holder.


 


(d)Conversion. at
Maturity. At any time on or after the Maturity Date, the Company may force Conversion of any remaining unpaid principal and
interest on the terms and conditions described in Section 3 herein.


 


(e)Transfer
of Debenture. The Holder may sell; transfer or
otherwise dispose of all or any part of this Debenture (including without limitation pursuant
to a pledge) to any person or entity as long as such sale, transfer or disposition is the
subject of an effective registration statement under the Securities Act and applicable state securities laws, or is exempt from
registration thereunder. From and after the date of any such sale, transfer or disposition, the transferee hereof shall be deemed
to be the holder of a Debenture in the principal amount acquired by such transferee, and the Company shall, as promptly as practicable,
issue and deliver to such transferee a new Debenture identical in all respects to this Debenture, in the name of such transferee.
The Company shall be entitled to treat the original Holder as the holder of this entire Debenture unless and until it receives
written notice of the sale, transfer or disposition hereof.


 


(f)Lost
or Stolen Debenture. Upon receipt by the Company of evidence of the loss, theft, destruction or mutilation of this Debenture,
and (in the case of loss, theft or destruction) of indemnity or security reasonably satisfactory to the Company, and upon surrender
and cancellation of the Debenture, if mutilated, the Company shall execute and deliver to the Holder a new Debenture identical
in all respects to this Debenture.


 






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(g)Governing
Law. This Debenture shall be governed by and construed in accordance with the laws of the State of California applicable to
contracts made and to be performed entirely within the State of California.


 


(h)Successors
and Assigns. The terms and conditions of this Debenture shall inure to the benefit of  and be binding upon the
respective successors (whether by merger or otherwise) and permitted assigns of the Company and the Holder. The Company may
not assign its rights or obligations under this Debenture except as specifically required or permitted pursuant to the terms
hereof.


 


(i)Usury. This
Debenture is subject to the express condition that at no time shall the Company be obligated or required to pay interest hereunder
at a rate which could subject the Holder to either civil or criminal liability as a result of being in excess of the maximum interest
rate which the Company is permitted by applicable law to contract or agree to pay. If by the terms of this Debenture, the Company
is at any time required or obligated to pay interest hereunder at a rate in excess of such maximum rate, the rate of interest under
this Debenture shall be deemed to be immediately reduced to such maximum rate and the interest payable shall be computed at such
maximum rate and all prior interest payments in excess of such maximum rate shall be applied and shall he deemed to have been payments
in reduction of the principal balance or this Debenture.


 


IN WITNESS WHEREOF, the
Company has caused this Debenture to be signed in its name by its duly authorized officer on the date first above written.


 


VIRAL GENETICS, INC.


 


 



By: /s/ Haig Keledjian


       Name: Haig
Keledjian


       Title: President



 


 





 


DR ROBERT SIEGEL


 


 


By: /s/
Robert Siegel


       Name:
Robert Siegel


       Title: Investor



 


 



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ANNEX I


 


NOTICE OF CONVERSION


 


The undersigned hereby
elects to convert principal of and/or interest accrued on the Unsecured Convertible Debenture (the "Debenture") issued
by VIRAL GENETICS, INC. (the "Corporation") into Units of the Company according to the terms and conditions of
the Debenture. Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in the Debenture.


 





	 	Date of Conversion:__________


 


Principal Amount of


 


Debenture to be Converted:__________


 


Amount of interest





to be Converted:__________


 


Number of Units





to be Issued:__________


 


Name of Holder: Robert Siegal


 


Address: 81 Cedar Ave, Pleasantville, NY 10570


 


Signature: /s/ Robert Siegal


Name:


Title:





 





 


 


 



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