Exhibit 10.92


 








SUBSCRIPTION AGREEMENT


 


 


VIRAL GENETICS, INC.


2290 Huntington Drive, Suite 100


San 'Marino, CA
91108


 


 


THE
COMMON STOCK OF VIRAL GENETICS, INC., INCLUDING THAT ACQUIRABLE UPON EXERCISE OF THE WARRANTS, DESCRIBED IN THIS SUBSCRIPTION AGREEMENT
(this "Agreement") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED ("Act"), OR QUALIFIED
UNDER THE STATE SECURITIES LAWS OF ANY STATE THE SECURITIES ARE BEING SOLD IN RELIANCE ON EXEMPTIONS FROM SUCH REGISTRATION AND
QUALIFICATION REQUIREMENTS. THE SECURITIES AND RIGHTS PURSUANT TO THIS AGREEMENT CANNOT BE SOLD, TRANSFERRED, ASSIGNED, OR OTHERWISE
DISPOSED OF, EXCEPT IN COMPLIANCE WITH APPLICABLE FEDERAL AND STATE SECURITIES LAWS, INCLUDING REGULATION S PROMULGATED UNDER THE
ACT.


 


ALL
OFFERS AND SALE OF SAID SECURITIES BY NON-U.S. PERSONS PRIOR TO THE .EXPIRATION OF A PERIOD COMMENCING ON THE DATE OF THE CLOSING
OF THIS OFFERING AND ENDING ONE-YEAR THEREAFTER SHALL ONLY BE MADE IN COMPLIANCE WITH THE SAFE HARBOR CONTAINED IN REGULATION 5,
PURSUANT TO THE REGISTRATION PROVISIONS UNDER THE SECURITIES ACT OF 1933, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION, AND ALL
OFFERS AND SALES AFTER THE EXPIRATION OF THE ONE-YEAR PERIOD SHALL BE MADE ONLY PURSUANT TO REGISTRATION OR AN EXEMPTION FROM REGISTRATION.


 


This
Agreement shall constitute the irrevocable offer of the undersigned to purchase, in the amounts and subject to the terms set forth
in this Agreement, 5,000,000 shares of the Common Stock of Viral Genetics, Inc., a Delaware corporation (the "Company")
("Shares"), for the Purchase Price of $0.001 per Share. On execution by both parties, this Agreement shall become a
bilateral agreement binding on both the undersigned and the Company Each part of this Agreement must be completed by the undersigned
and, by execution below, the undersigned acknowledges that it understands that the Company is relying on the accuracy and completeness
hereof in complying with its obligations under applicable securities laws.


 


On
the foregoing, it is hereby agreed as follows:


 


1.              SUBSCRIPTION.
The undersigned hereby irrevocably subscribes for the purchase of the Shares. The undersigned is tendering to the Company:


 


(a)               one signed copy of this Agreement; and 2


 


(b)               payment in the amount of $5000 (the "Purchase Trace"), representing $0.001 per Share,


 


2.              GENERAL
REPRESENTATIONS OF SUBSCRIBER. The undersigned hereby represents and warrants as follows:


 


(a)               The
undersigned is over the age of 18 years;


 






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(b)               The
undersigned acknowledges that neither the United States Securities and Exchange Commission nor the securities commission of any
state or other federal agency has made any determination as to the merits of purchasing these securities;


 


(c)               The
undersigned has received and read, or had opportunity to do same, all of the Company's filings made on the OTCIQ News and Disclosure
system and available at www.otcmarkets.com including the "Quarterly Report" and "Consolidated Financial
Statements" for the nine months ended September 30, 2011; the "Annual Report" and "Consolidated Financial
Statements" for the fiscal year ended December 31, 2011; the "Initial Company Information and Disclosure Statements"
for the nine months and three months ending September 30, 2009 and March 31, 2009, respectively; the "Articles of Incorporation
Amendment" filed May 15, 2009; and the "Supplemental Information — Current Reporting Obligations Filing —
Merger" filed April 24, 2009; as well as all prior filings made on the SEC EDGAR. system including, without limitation, the
Form 10-KSB, as amended, for the fiscal year ended December 31, 2006, the Quarterly Report on Form l0-QSB for the quarter ended
September 30, 2007, all Current Reports on Form 8-K, all other filings and disclosures made on the OTCIQ News and Disclosure system
and available at www.otcmarketscom, all press releases, and other information; and the undersigned understands the risk
of an investment in the Company, acknowledging that an investment in the Company inherently involves high risks.


 


(d)               The undersigned, either alone or with the assistance of one or more advisers engaged by it, has such knowledge and experience
in business and financial matters that it or they is capable of evaluating the Company, its business operations, and the risks
and merits of an investment in the Company;


 


(e)               The undersigned has been provided with all materials and information requested by the undersigned or its representatives,
including any information requested to verify any information furnished, and the undersigned has been provided the opportunity
for direct communication between the Company and its representatives and the undersigned and its representatives regarding the
purchase made hereby, including the opportunity to ask questions of and receive answers from the Company including with regards
to any of the information described in 2 (c) above;


 


(f)               All
information which the undersigned has provided to the Company or its agents or representatives concerning the undersigned's
suitability to invest in the Company is complete, accurate, and correct as of the date of the undersigned's signature on this
Agreement. Such information includes, but is not limited to, information concerning the undersigned's personal financial
affairs, business position, and the knowledge and experience of the undersigned and the undersigned's advisers;


 


(g)               The
undersigned has no present intention of dividing any of the securities or the rights under this Agreement with others or of reselling
or otherwise disposing of any portion of the securities, either currently or after the passage of a fixed or determinable period
of time or on the occurrence or nonoccurrence of any predetermined event or circumstance;


 


(h)               The
undersigned was at no time solicited by any leaflet, public promotional meeting, circular, newspaper or magazine article, radio
or television advertisement, or any other form of general advertising or solicitation in connection with the offer, sale, or purchase
of the securities through this Agreement; and


 


(i)               The
undersigned has adequate means of providing for its current needs and possible contingencies and has no need now and anticipates
no need in the foreseeable future, to sell any portion of the securities for which the undersigned hereby subscribes. The undersigned
is able to bear the economic risks of this investment and consequently, without limiting the generality of the foregoing, is able
to hold the securities for an indefinite period of time, and has a sufficient net worth to sustain a loss of the entire investment,
in the event such loss should occur.


 






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(j)               The
undersigned is an Accredited Investor, and has completed the following Accredited Investor Qualifying Questionnaire:


 


PERSONAL
FINANCIAL INFORMATION. The following information pertaining to the undersigned as a natural person and U.S. Persons
within the meaning of Regulation S is being provided here in lieu of furnishing a personal financial statement.


 


(a)               
My individual net worth, or joint net worth with my spouse, excluding any primary residence, exceeds $1,000,000.


Yes [X]     No
[  ] 


RW


INITIAL


 



(b)               
My individual income in 2010 and 2011 exceeded $200,000 in each such year, and I reasonably expect my individual income will be
in excess of $200,000 in 2012.


Yes [   ]     No [  ]





INITIAL


 


(c)                The
joint income of my spouse and I in 2010 and 2011 exceeded $300,000 in each such year, and I reasonably expect our joint
income will be in excess of $300,000 in 2012.


Yes [   ]     No [  ]





INITIAL


 


(d)                Considering
the foregoing and all other relevant factors in my financial and personal circumstances, I am able to bear the economic risk
of an investment in the Company.


Yes [X]     No
[  ]





RW


INITIAL


 


3.              REPRESENTATIONS
REGARDING EXEMPTIONS AND RESTRICTIONS ON TRANSFER. The undersigned represents that the securities are being acquired
without a view to, or for, resale in connection with any distribution of the securities or any interest therein without
registration or other compliance under the Act, and that the undersigned has no direct or indirect participation in any such
undertaking or in the underwriting of such an undertaking. The undersigned understands that the securities have not been
registered, but are being acquired by reason of a specific exemption under the Act as well as under certain state statutes
for transactions by an issuer not involving any public offering and that any disposition of the securities may, under certain
circumstances, be inconsistent with this exemption and may make the undersigned an 'underwriter' within the meaning of the
Act. The undersigned acknowledges that the securities mast be held and may not be sold, transferred, or otherwise disposed of
for value unless they are subsequently registered under the Act or an exemption from such registration is available. The
Company is under no obligation to register the securities under the Act or under Section 12 of the Securities Exchange Act of
1934, as amended. The certificates representing the securities will bear a legend restricting transfer, except in compliance
with applicable federal and state securities statutes.


 






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4.              GENERAL.
The undersigned further understands, acknowledges, and agrees that:


 


(a)               This
Agreement is registered in the name of the undersigned on the books of the Company at its principal offices, and no transfer
hereof shall be valid and binding on the Company unless made at such offices by the registered holder or his attorney-in-fact
duly authorized in writing. The Company may deem and treat the person in whose name this Agreement is registered as the
absolute owner hereof for the purpose of receiving any securities issuable pursuant hereto and for all other purposes.


 


(b)               This Agreement shall be construed in accordance with and governed by the laws of the state of California.


 


(c)               This Agreement constitutes the entire agreement between the parties respecting the subject matter hereof.


 


(d)               Notwithstanding any of the representations, warranties, acknowledgments, or agreements made herein by the undersigned, the
undersigned does not waive any rights granted to the undersigned under federal and state securities laws.


 


(e)               The
undersigned will hold title to the securities as follows:


 


______
Community Property


 


______
Joint Tenants, with Right of Survivorship


 


______
Tenants in Common


 


______
Separate Property


 


___X__
Other   Single Person


                   (Single
Person, Trust, Etc., Please Indicate)



 


 


 






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