Exhibit 10.25


 


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 BF 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 S, 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,
up to 4,000,000 Units at a purchase price of $0,02 per Unit (Undersigned to insert number of Units 'purchased on page 5). Each
Unit is comprised of one share of the Common Stock of Viral Genetics, Inc., a Delaware corporation (the "Company") ("Shares"),
and one warrant, each of which allows the holder to acquire one Share, in the form attached hereto as Exhibit A (the "WarrantS"),
(the Shares and the Warrants referred to herein as the "Securities."). 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 Securities. The undersigned is tendering to the Company:


 


		(a)	one signed copy of this Agreement; and



		(b)	payment in the amount of $0.02 per Unit up to a maximum of $80,000 (the "Purchase Price").



 


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






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


 


(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 all of the Company's filings made on the OTCIQ News and Disclosure system and available at www.pinksheets.com
including the "Quarterly Report" and "Consolidated Financial Statements" for the three months ended
March 31, 2010; the "Annual Report" and "Consolidated Financial Statements" for the fiscal year ended December
31, 2009 filed on April 15, 2010 and provided along with this agreement; 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 10-QSB for
the quarter ended September 30, 2007, all Current Reports on Form 8-K, all other filings and disclosures made on the OTC1Q News
and Disclosure system and available at www.pinksheets.com, 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 riot 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, exceeds $1,000,000.


 


Yes [x]No[ ]


 


(b)My
individual income in 2008 and 2009 exceeded $200,000 in each such year, and I reasonably expect my individual income will be
in excess of $200,000 in 2010.


 


Yes [ ]No [ ]


______


INITIAL


 


(c)The
joint income of my spouse and I in 2008 and 2009 exceeded $300,000 in each such year, and I reasonably expect our joint income will be in excess of $300,000 in 2010.


 


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 [ ]No [ ]


 


______


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 "underwrite”
within the meaning of the Act. The undersigned acknowledges that the securities must 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, except as may be expressly agreed to by it in writing. 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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DATED this 17TH       
day of      August                   2010.


 


	UNITS
    PURCHASED:	500,000


 


 


	 	 	Sheila Williams
	Tax Identification Number or Social Security Number	 	Type or Print Name of Subscriber(s) in
    exact Form to be Used on Records of the
Company
	 	 	 
	Address:	 	 
	 	 	 
	[xxx]	 	/s/ Sheila Williams
	Number and Street	 	 
	 	 	 
	[xxx]	 	 
	City, State, and Postal Code	 	Signature of Joint
Subscriber, If Any
	 	 	 
	USA	 	Date: 8/17/10
	Country	 	 




 


 


ACCEPTANCE OF SUBSCRIPTION


 


The foregoing is hereby accepted this 
17th  day of    August        
2010.


 


VIRAL GENETICS, INC:


 


 


By /s/ signature                                               


Duly Authorized Officer


 





 






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VIRAL GENETICS, INC.


Warrant for the Purchase
of


Shares of Common Stock


Par Value 50.8001


 


WARRANT AGREEMENT


 


THE
HOLDER OF THIS WARRANT, BY ACCEPTANCE HEREOF, BOTH WITH RESPECT TO THE WARRANT AND COMMON STOCK ISSUABLE UPON EXERCISE OF THE
WARRANT, AGREES AND ACKNOWLEDGES THAT THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE
SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE TRANSFERRED OR SOLD IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
STATEMENT OR OTHER COMPLIANCE UNDER THE SECURITIES ACT OR THE LAWS OF THE APPLICABLE STATE OR A "NO ACTION" OR
INTERPRETIVE LETTER FROM THE SECURITIES AND EXCHANGE COMMISSION OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE
ISSUER, AND ITS COUNSEL, TO THE EFFECT THAT THE SALE OR TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT AND
SUCH STATE STATUTES.


 


This
is to certify that, for value received, Rodney Williams (the "Holder") is entitled to purchase From VIRAL GENETICS,
INC., a Delaware corporation (the "Company"), on the terms and conditions hereinafter set forth, all or any part
of  500,000  shares ("Warrant Shares") of the Company's common stock, par value $0.0001 (the "Common Stock"),
at the purchase price of $0.03 per share ("Warrant Price"). Upon exercise of this warrant in whole or in part, a certificate
for the Warrant Shares so purchased shall be issued and delivered to the Holder. If less than the total warrant is exercised,
a new warrant of similar tenor shall be issued for the unexercised portion of this warrant By acceptance hereof, the Holder agrees
to be bound by the terms and conditions of this warrant.


 


This warrant is granted subject to the following further
terms and conditions:


 


1. This
warrant shall vest and be exercisable immediately, and Shall expire at 5:00 pm Pacific Time on the two-year anniversary of
the date affixed hereof In order to exercise this warrant with respect to all or any part of the Warrant Shares for which
this warrant is at the time exercisable, Holder must take the following actions:


 


		(a)	Deliver to the Corporate Secretary of the Corporation an executed notice
of exercise in substantially the form of notice attached to this Agreement (the "Exercise Notice") in which there is specified the number
of Warrant Shares that are to be purchased under the exercised warrant,



 


		(b)	Pay the aggregate Warrant Price for the purchased shares through full payment
in cash or by check made payable to the Corporation's order.



 


		(c)	Furnish to the Corporation appropriate documentation that the person or
                                                                                                  persons exercising the warrant (if other than Holder) have the right to exercise this warrant.



 


		(d)	For purposes of this Agreement, the Exercise Date shall be the date on which
the executed Exercise Notice shall have been delivered to the Company. Except to the extent the sale and remittance procedure specified
above is utilized in connection with the warrant exercise,
payment of the Warrant Price for the purchased shares must accompany such Exercise Notice.



 






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	 	(e)	Upon such exercise, the Company
shall issue and cause to be delivered with all reasonable dispatch (and in any event within three business days of such exercise)
to or upon the written order of the Holder at its address, and in the name of the Holder, a certificate or certificates for the
number of full Warrant Shares issuable upon the exercise together with such other property (including cash) and securities as may
then be deliverable upon such exercise. Such certificate or certificates shall be deemed to have been issued and the Holder shall
be deemed to have become a holder of record of such Warrant Shares as of the. Exercise Date.



 








2.The
Warrant Shares have not and may not be registered as of the date of exercise of this warrant under the Securities Act or the securities laws of any state. This warrant and the Warrant Shares issuable on exercise
of the warrant, when and if issued,: are and may be "restricted securities" as defined in Rule 144 promulgated by the
Securities and Exchange Commission and must be held indefinitely unless subsequently registered under the Securities Act and any
other applicable state registration requirements, or an exemption from such registration requirements for resale is available,
The Company is under no obligation to register the securities under the Securities Act or under applicable state statutes. In the
absence of such a registration or an available exemption from registration, sale of the Warrant Shares will be prohibited. The
Holder shall confirm to the Company the representations set forth above in connection with the exercise of all or any portion of
this warrant.


 


3.The
Company, during the term of this Agreement, will obtain from the appropriate regulatory agencies any requisite authorization in order to issue and sell such number of shares of its Common Stock as shall be
sufficient to satisfy the requirements of the Agreement.


 


4.The
number of Warrant Shares purchasable upon the exercise of this warrant and the Warrant Price per share shall be subject to adjustment from time to time subject to the following terms. if the outstanding shares
of Common Stock of the Company are increased, decreased, changed into or exchanged for a different number or kind of shares of
the Company through reorganization, recapitalization, reclassification, stock dividend, stock split or reverse stock split, the.
Company or its successors and assigns shall make an appropriate and proportionate adjustment in the number or kind of shares, and
the per-share Warrant Price thereof; which may be issued to the Holder under this Agreement upon exercise of the warrants granted
under this Agreement. The purchase rights represented by this warrant shall not be exercisable with respect to a fraction of a
share of Common Stock. Any fractional shares of Common Stock arising from the dilution or other adjustment in the number of shares
subject to this warrant shall be rounded up to the nearest whole share.


 


5,The Company covenants
and agrees that all Warrant Shares Which may be delivered upon the exercise of this warrant will, upon delivery, be free from
all taxes, hens, and charges with respect to the purchase thereof; provided, that the Company shall have no obligation with respect
to any income tax liability of the Holder.


 


6.The Company agrees at all times to reserve
or hold available a sufficient number of shares of Common Stock to cover the number of Warrant Shares issuable upon the exercise
of this and all other warrants of like tenor and other convertible securities then outstanding,


 


7.This
warrant shall not entitle the Holder hereof to any voting rights or other rights as a shareholder
of the Company, or to any other rights whatsoever, except the rights herein expressed, and no dividends shall be payable or
accrue in respect of this warrant or the interest represented hereby or the Warrant Shares purchasable hereunder until or
unless, and except to the extent that, this warrant shall be exercised.


 






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8.The
Company may deem and treat the registered owner of this warrant as the absolute owner hereof for all purposes and shall not be affected by any notice to the contrary.


 


9.In
the event that any provision of this Agreement is found to be invalid, or otherwise unenforceable under any applicable law, such invalidity or unenforceability shall not be construed as rendering any other provisions
contained herein invalid or unenforceable, and all such other provisions shall be given full force and effect to the same extent
as though the invalid or unenforceable provision were not contained herein.


 


10.This
Agreement shall be governed by and construed in accordance with the internal laws of the state of Delaware, without regard to the principles of conflicts of law thereof


 


11.In
case this warrant shall be mutilated, lost, stolen, or destroyed, the Company may at its discretion issue and deliver in exchange and substitution for and on cancellation of the mutilated warrant, or in lieu of and substitution
for the warrant lost, stolen, or destroyed, a new warrant of like tenor and representing an equivalent right or interest; but only
on receipt of evidence satisfactory to the Company of such loss, theft, or destruction of this warrant and indemnity satisfactory
to the Company. The Holder shall also comply with such other reasonable regulations and pay such other reasonable charges as the
Company may prescribe.


 


12.This
Agreement shall be binding on and inure to the benefit of the Company and the person to whom a warrant is granted hereunder, and such person's heirs, executors, administrators, legatees, personal representatives,
assignees, and transferees.


 


IN WITNESS WHEREOF,
the Company has caused this warrant to be executed by the signature of its duly authorized officer, effective this 17th day
of August, 2010


VIRAL GENETICS, INC.


 


BY     /s/ signature                                         


Duly Authorized Officer


 


 


 


 


 





Certain portions of the exhibit, indicated by the mark
“[***],” redacted pursuant to a confidential treatment order











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