Exhibit 10.7


 





PURCHASE AGREEMENT


 


THIS AGREEMENT (this “Agreement”)
is made and entered into effective the 1st day of July 2008 between Viral Genetics, Inc., a Delaware corporation, (“Purchase”)
and Michael Capizzano, a California resident, (“Vendor”).


 


RECITALS


 


WHEREAS, Purchaser is desirous
of acquiring and Vendor is desirous of selling forty-nine (49) shares of common stock representing as of the date hereof forty-nine
percent (49%) of the issued and outstanding common stock of White Label Generics, Inc., a California corporation (“White Label”),
(the “Shares”) for the Purchase Price (the “Purchase”) as hereinafter defined.


 


NOW, THEREFORE, in consideration
of the mutual agreements contained herein and other good and valuable consideration, the receipt of which is hereby acknowledged,
the parties agree as follows:


.


ARTICLE I


 


Section 1.1 The Purchase. Upon
execution of this Agreement together with issuance of the Convertible
Debenture, Vendor shall sell, transfer and assign and Purchaser shall purchase the Shares for the sum of $100,000 (the “Purchase
Price”).


 


Section 1.2 Directors and Officers of
White Label. From and after the date hereof, the directors and officers of White Label serving as directors or officers
of White Label immediately prior to the closing shall he the directors and officers following closing.


 


Section 1.3 Restrictions on
Transfer, and Option to Repurchase. Purchaser may not transfer, assign, pledge, encumber or hypothecate the Shares
without the prior written consent of Vendor. For a period of 2 years from the date hereof, Vendor shall have the right to acquire
the Shares back from Purchaser on terms to be negotiated in good faith by Vendor and Purchaser.


 


ARTICLE II


 


Section 2.1 Consideration.
Together with this Agreement, Purchaser shall issue to Vendor the Convertible Note in the form attached hereto as Exhibit
A.


 


ARTICLE III


 


Section 3.1 Representations and
Warranties of Vendor. Vendor hereby represents and warrants that to the best of Vendor's knowledge:


 


(a)White Label is a corporation
duly organized, validly existing and in good standing under the laws of the State of California, and basalt the requisite power
and authority In own, lease and operate its properties and assets and to carry on business as it is now being conducted;


 


(b)White Label is duly qualified
to do business as a foreign person, and is in good standing, in each jurisdiction where such qualification is necessary;


 


(c)White Label is not
in violation of any provisions gins certificate of incorporation or bylaws;


 


(d) White Label has one thousand
five hundred (1,500) shares of common stock authorized of which one hundred (100) are Issued and outstanding, fully-paid and non-assessable;
and




 






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(e) Vendor has full authority to enter
into and perform under this Agreement, has obtained all required consents and authorizations and there are no restrictions
on the transfer of the Shares to Purchaser.


 


Section 3.2 Representations and Warranties
of Purchaser. Purchaser hereby represents and warrants that it:


 


(a)is a corporation duly organized, validly
existing and in good standing under the laws of the State of Delaware, and has all the requisite power and authority to own, lease
and operate its properties and assigns and to carry on business as it is now being conducted.


 


(b)is duly qualified to
do business as a foreign person, and is in good standing, in each jurisdiction where: the character of it properties or the nature
of its activities make such qualification necessary;


 


(c)is not in violation of any provisions
of its certificate of incorporation or bylaws; and


 


(d)has full power and authority to execute
and perform under this Agreement.


 


Section 3.3 Securities Act and State
Securities Laws. The parties wilt take such further action deemed necessary to reasonably rely On exemptions
for sales, transfers or issuances of securities under and comply with applicable law with respect to this Agreement. Vendor has
received and read all reports Filed by Purchaser with the Securities Exchange Commission on forms 10-KSB, 10-QSB, 8-K and all other
public disclosures made by Purchaser.


 


ARTICLE IV


 


MISCELLANEOUS


 


Section 4.1.No Waivers.
No failure or delay by any party hereto exercising any right, power or privilege hereunder shall operate as a waiver thereof
nor shall any single or partial exercise thereof preclude any other further exercise thereof or the exercise of any other
right power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies
provided by law


 


Section 4.2 Assignment.
Except with respect to Vendor's rights to assign the Convertible Note as defined therein, neither this Agreement, nor any
right, interest or obligation hereunder, shall be assigned to any of the parties hereto without the prior written consent of the
other parties. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors
and assigns.


 


Section 4.3 Governing Law.
This Agreement shall be governed by the laws of the State of California.


 


Section 4.4 Counterparts.
This Agreement may be executed in one or more counterparts, each of which shall he deemed an original but all of which together
shall constitute one and the same instrument.


 


Section 4.5 Entire Agreement.
This Agreement supersedes all prior agreements and understandings, written or oral, among the parties with respect to the
subject matter hereof.


 






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IN WITNESS WHEREOF, the undersigned intending to be legally bound hereby, have duly executed this
Agreement as of the date first stated above.


 





	 	Michael Capizzano

                            

                           By: /s/ Michael Capizzano

	 	 
	 	 
	 	Viral Genetics, Inc.
	 	 
	 	By: Haig Keledjian
	 	Name: Haig Keledjian
	 	Title: President and CEO



 


 


 


 


 


 






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EXHIBIT A


 


 


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 ANT) 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.


 


VIRAL GENETICS, INC.


10% CONVERTIBLE DEBENTURE


 


	San Marino, California	$100,000


 


Issue Date; July 1,2008


 


FOR VALUE RECEIVED, VIRAL GENETICS, INC., a
Delaware corporation (the “Company”), hereby promises to pay to the order of Michael Capizzanio or his
permitted successors or assigns (the “Holder”) the sum of one hundred thousand dollars ($100.00) in same
day funds of the lawful currency of the United States of America, on or before July 1, 2011 (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 Company has issued this Debenture pursuant
to a Purchase Agreement, dated as of the date hereof (the "Purchase Agreement”).


 


1.       PAYMENT.


 


(a)Principal Payment. The
Company shall pay to the Holder, in cash on or before the Maturity Date, the original principal amount of this Debenture
(plus unpaid accrued interest thereon); provided, that if the Maturity Date is not a business day, such payment
shall be made on the next succeeding business day. The Principal Payment that is due in cash and which is not paid on the Maturity
Date shill bear interest until paid at the Default Interest Rate of eighteen percent (18%).


 


(b)Interest Accrual.
This Debenture shall bear interest on the unpaid principal amount hereof ("Interest") at
the Applicable Interest Rate of ten percent (10%). The Company shall pay in cash accrued and unpaid Interest on the Maturity Date
and on any date on which the entire principal amount of this Debenture is paid in full (each being referred to herein as an
“Interest Payment Date").


 


(c)Prepayment. Company may elect
to prepay this note at any time by giving 30 calendar days written advance notice to Holder, during which lime -Holder
shall have the right in exercise all rights herein including, without limitation, conversion rights as specified in Section 2.


 


2.       CONVERSION.


 


(a)Right to Convert. 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
and interest amount of
this Debenture into such number of fully paid and non-assessable Conversion Shares as is determined in accordance with the terms
hereof (a "Conversion").


 






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(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 business
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, if the Holder
so elects, interest) to be converted and a calculation of the number of shares of Common Stock issuable upon such Conversion
(a "Conversion Notice"). The Conversion Notice shall also state the name or names (if not the Holder) it; which
the shares of Common Stock 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
arid the date of each Conversion or other payment of principal hereof.


 


(c)Number of Conversion Shares; Conversion Price. The
number of Conversion Shares to be delivered by the Company pursuant to a Conversion shall be equal to the amount specified in the
Conversion Notice divided by the Conversion Price. The Conversion Price is $0.0133 subject to adjustment as provided for in Section
3.


 


(d)Delivery of
Common Stock Upon Conversion. Upon receipt of a Conversion Notice, the Company shall,
no later than the close of business on the fifth (5th) Business 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 number of Conversion Shares determined pursuant to paragraph 3(c) above. The Company shall effect delivery of Conversion Shares
to the Holder no later than the close of business on such Delivery Date by delivering to the Holder or its nominee physical certificates
representing such Conversion Shares. If any Conversion would create a fractional Conversion Share, such fractional Conversion
Share shall be disregarded and the number of Conversion Shares issuable upon such Conversion, in the aggregate, shall be the
nearest whole number of Conversion Shares.


 


3.       ADJUSTMENTS
TO CONVERSION PRICE.


 


(a)Stock Dividends
and Stock splits.
If the Company, at any time while this Debenture is outstanding: (A) pays a stock dividend or otherwise makes a
distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable
in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company
pursuant to this Debenture, including as interest thereon), (B) subdivides outstanding shares of Common Stock into a larger number
of shares, (C) combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number
of shares, or (D) issues by reclassification of shares of the Common Stock any shares of capital stock of the Company,
then the Conversion Price shall be multiplied by a fraction of which the numerator shall be the number of shares of
Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall
be the number of shares Common Stock outstanding immediately after
such event. Any adjustment made pursuant to this Section shall become effective immediately after the record date for the determination
of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective
date in the class of a subdivision, combination or re-classification.




 






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(b)Fundamental
Transaction. If, at any time while this Debenture is outstanding, (A) the Company effects any merger or consolidation
of the Company with or into another entity, (B) the Company effects any sale of all or substantially all of its assets
in one or a series of related transactions, (C) any tender offer or exchange offer (whether by the Company or another person)
is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities,
cash or property, or (D) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant
to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (in any such case,
a “Fundamental Transaction"), then upon any subsequent conversion of this Debenture, the Holder shall have the
right to receive, for each Conversion Share that would have been issuable upon such conversion immediately prior to the occurrence
of such Fundamental Transaction, the same kind and amount of securities, cash or property as it would have been entitled to receive
upon the occurrence of such Fundamental Transaction if it had been, immediately prior to such Fundamental Transaction, the holder
of one share of Common Stock (the “Alternate Consideration”). For purposes of any such conversion, the determination
of the Conversion Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of
Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall
apportion the Conversion Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different
components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property
to be received in a Fundamental Transaction, then the Holder shall be given the same choice as in the Alternate
Consideration it receives upon any conversion of this Debenture following such Fundamental Transaction. To the extent necessary
to effectuate the foregoing provisions, any successor to the Company or surviving entity in such Fundamental Transaction shall
issue to the Holder a new debenture consistent with the foregoing provisions and evidencing the Holder’s right to convert
such debenture into Alternate Consideration. The terms of any agreement pursuant to which a Fundamental Transaction is effected
shall include terms requiring any such successor or surviving entity to comply with the provisions of this paragraph (b) and insuring
that this Debenture (or city such replacement security) will be similarly adjusted upon any subsequent transaction analogous to
a Fundamental Transaction.


 


(c)Adjustment
Upon Dilutive Issuance. If at any time after the Issue Date and prior to the Maturity Date, the Company issues or sells any
shares of Common Stock for no consideration or for a consideration per share less than the Conversion Price on the date of such
issuance or sale (or deemed issuance or sale) (a “Dilutive Issuance”), then effective immediately upon the
Dilutive Issuance, the conversion price shall be adjusted sect, that affective immediately upon such Dilutive Issuance, the Conversion
Price shall be adjusted so as to equal the consideration received or receivable by the Corporation (on a per share basis) for
the additional shares of Common Stock so issued, sold or deemed issued or sold in such Dilutive Issuance.


 


4.       MISCELLANEOUS.


 


(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 arc 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 (1) when delivered personally or by verifiable facsimile transmission, unless such delivery is made on a day that is
not a business day, in which case such delivery will be deemed to be made on the next succeeding business day and (ii) on the next
business day after timely delivery to an overnight courier, addressed as follows:


 


If to the Company:


 


Viral Genetics, Inc.




 






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2290 Huntington Drive, #100


San Marino, CA 91108


Attn: Chief Executive Officer


 


Tel:   626-334-5310


 


Fax:   626-334-5324


 


 


If to the Holder:


 


Michael Capizzano


 


178.1 College View Place


 


Los Angeles, CA 90041


 


(c)Amendments,
No amendment, modification or other chew to, or waiver of any provision if, 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)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 effective registration statement under the Securities Act and applicable state securities laws, or is exempt from registration
thereunder. From and after the date or 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.


 


(e)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.


 


(f)Governing Law.
This Debenture shall be governed by the laws of the Stare of California.


 


(g)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.


 


(h)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
he computed at such maximum rate and all prior interest payments in excess of such maximum rate shall be applied and shall be
deemed to have been payments in reduction of the principal balance of this Debenture.


 







 






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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, CEO, President


 


 


 


 


 


 


 


 


 


 


 






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ANNEX I


 


NOTICE OF CONVERSION


 


The undersigned hereby elects to convert principal
or and/or interest accrued on the Convertible Debenture (the "Debenture”)) issue by VIRAL GENETICS, Inc. (the “Corporation”)
into shares of common stock ("Common Stock”) 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 Shares of Common Stock to be issued:	 
	 	 	 
	 	Name of Holder:	 
	 	 	 
	 	Address:	 
	 	 	 
	 	 	 
	 	 	 
	 	Signature	 
	 	 	Name:
	 	 	Title:



 


 


 






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