Exhibit 10.116


 





SUBSCRIPTION AGREEMENT


 


VG LIFE SCIENCES, INC.

121 Gray Avenue, Suite 200

Santa Barbara, CA 93101


 


THE COMMON STOCK OF VG
LIFE SCIENCES INC., INCLUDING THAT ACQUIRABLE UPON EXCHANGE OF THE CONVERTIBLE DEBENTURE, 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 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, one
Convertible Debenture of VG Life Sciences Inc., a Delaware corporation (the "Company") ("Debenture"), with
the face value of $_____in the form attached hereto as Exhibit A, for the purchase price of $_____. 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 Debenture. The undersigned is tendering to the Company:


 


(a)                                       
one signed copy of this Agreement; and


 


(b)                                      
payment in the amount of $5,000 (the "Purchase Price").


 


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 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 30, 2013; the "Annual Report" and "Consolidated Financial
Statements" for the fiscal year ended December 31, 2011 and December 31, 2012; 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 OTCIQ 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 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 [  ]


INITIAL


 





(b)My individual
income in 2011 and 2012 exceeded $200,000 in each such year, and I reasonably expect my individual income will be in excess of $200,000 in 2013.









 


__________                                   Yes
[X]       No [  ]


INITIAL


 





(c)The joint
income of my spouse and I in 2011 and 2012 exceeded $300,000 in each such year, and I reasonably expect our joint income will be
in excess of $300,000 in 2013.




 


__________                                   Yes
[X]       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 [  ]


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 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. The certificates representing
the securities will bear a legend restricting transfer, except in compliance with applicable federal and state securities statutes.


 


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


 






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(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 25th day
of August 2013.


 





	__________	/s/ Rodney 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:	 
	 	 
	1080 Via Malibu	/s/[illegible]
	Number and Street	 
	 	 
	 	 
	Aptos, CA 95003	_______________________
	City, State and Postal Code	Signature of Joint Subscriber, If Any
	 	 
	 	 
	USA	Date: ______________________
	Country	 



 


 


 





ACCEPTANCE OF SUBSCRIPTION




 


The foregoing is
hereby accepted this _____ day of ______________, 2013.


 





	 	VG LIFE SCIENCES INC.
	 	 
	 	_________________________________
	 	By: __________________________
	 	Its: _________________________



 


 






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EXHIBIT A


 


NEITHER THIS SECURITY NOR THE SECURITIES
INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT. 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.


 


VG LIFE SCIENCES INC.


 


0%UNSECURED CONVERTIBLE DEBENTURE


 


	Santa Barbara, California	$5,000


 


Issue Date: _____________________2013


 


FOR VALUE RECEIVED,
VG LIFE SCIENCES INC., a Delaware corporation (the "Company"), hereby promises to pay to the order
of Rodney Wiliams or their permitted successors or assigns (the "Holder")
the sum of ___________ thousand dollars ($________) in same day funds, on or before the one-year anniversary of the date
of issue specified above (the "Maturity Date") together with accrued interest of the simple rate of two
percent (2%) per annum, as specified herein.. The Company's obligations under the Debenture, including without limitation its obligation
to make payments of principal thereof and interest thereon, are unsecured.


 


The following terms shall apply to this Debenture:


 


1. DEFINITIONS.


 


"Conversion Price" means
a 10% discount to the lowest 3 day average closing price starting on July 16th, 2013 and ending September 15, 2013.
Additionally, Conversion includes warrant coverage at $1.00 . The warrant to Shares in the form attached hereto as Exhibit B
(the "Warrants") and have a term of 12 months beginning on the date of this unsecured convertible debenture.


 


"Default Interest Rate" means Zero (%).


 


"Issue Date"
means the date on which this Debenture is issued, which shall be the date cash funds are received by the Company for the
Purchase Price pursuant to the Subscription Agreement that this Debenture was acquired under.


 


"Maturity Date" has
the meaning set forth in the preamble to this Agreement.




 


 






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


 


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)Principal Payment.
The Company shall pay to the Holder, in cash on or before the Maturity Date, the original unpaid 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
shall bear interest until paid at the Default Interest Rate.


 


(b)Interest. This
Debenture shall bear interest at the simple annual rate of two percent (2%) calculated on the basis of a year of 365/366 days,
unless in Default, all due at the Maturity Date.


 


(c)Prepayment.
The Company may prepay the unpaid principal of this Debenture in whole or in part at any time by delivery in immediately-available
cash following 20 business days advance notice in writing.


 


3.CONVERSION.


 


(a)Conversion.
Subject to the conditions and limitations specifically provided herein, Holder may elect to exchange all or any part of unpaid
principal and interest into Shares (a "Conversion").


 


(b)Conversion Notice.
In order to effect a conversion of principal and accrued interest of this Debenture, the Holder shall send to Company by facsimile
transmission or email, at any time prior to 5:00 p.m., Pacific Time, on the business day on which the Company wishes to effect
such Conversion (the "Conversion Date"), a properly completed notice of conversion, 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 issuable upon such Conversion (a "Conversion Notice"). The Holder may specify the
name or names (if not the Holder) in which the Shares that are issuable on such Conversion shall be issued by notifying Company.
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.


 


(c)Number of Shares; Conversion Price.
The number of Shares to be delivered by the Company pursuant to a Conversion shall be equal to the principal amount of (and, if
the Holder so elects, Interest accrued on) this Debenture being converted divided by the Conversion Price.
The Conversion Price shall be proportionately adjusted for any forward or reverse stock split, recapitalization, or other similar
change to common stock properties.


 






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(d)Delivery of Common Stock Upon Conversion. Upon delivery
of a Conversion Notice, the Company shall, no later than the close of business on the fifteenth (15th) 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 shares of common stock ("Shares") determined pursuant
to paragraph 3(c) above. The Company shall effect delivery of the 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 shares. If any Conversion would
create a fractional share, such fractional share shall be disregarded and the number of shares issuable upon such Conversion, in
the aggregate, shall be the nearest whole number.


 


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 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 be 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 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:


 


VG Life Sciences Inc.


121 Gray Avenue, Suite


200 Santa Barbara, CA 93101


Attn: Caleb Rhoads, Controller


Tel: 805-679-6711


Fax: 805-679-6711


 


If to the Holder:


 


______________


______________


Tel:________


Fax:__________


 


(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.


 


 






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(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 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.


 


(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 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.


 


(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 be 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.


 


IN WITNESS WHEREOF, the
Parties have caused this Debenture to be signed in their name by a duly authorized officer on the date first above written.




 


VG LIFE SCIENCES INC.


 


By: _________________


Name:


Its:






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ANNEX I


 


NOTICE OF CONVERSION


 


The Holder hereby elects to require conversion
of principal of and/or interest accrued on the 0% Unsecured Convertible Debenture (the "Debenture") into shares of common
stock ("Shares") 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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Exhibit
B


 


VIRAL GENETICS, INC.


 


Warrant for the Purchase of 

Shares of Common Stock 

Par Value $0.0001


 


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, _____ (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_____shares ("Warrant Shares") of the Company's common stock, par value $0.0001
(the "Common Stock"), at the purchase price of _____per share Warrant Shares ("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 one-year from the date of this agreement as stated below. 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)		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.





 






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	(c)		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.



 


	(d)		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 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, liens, 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.





 






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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.


 


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 ____day of _________2013.


 


	 	VIRAL GENETICS, INC.
	 	 
	 	By:__________________
	 	Its:______________




 






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Exercise Notice


(to be signed only upon exercise of warrant)


 


TO: VIRAL GENETICS, INC.


 


The Holder of the attached warrant hereby irrevocable
elects to exercise the purchase rights represented by the warrant for, and to purchase thereunder, ________________ shares of common
stock of Viral Genetics, Inc., and herewith makes payment therefor, and requests that the certificate(s) for such shares be delivered
to the Holder at


 




_______________________________


_______________________________


_______________________________


 


If acquired without registration
under the Securities Act of 1933, as amended ("Securities Act"), the Holder represents that the Common Stock is being
acquired without a view to, or for, resale in connection with any distribution thereof without registration or other compliance
under the Securities Act and applicable state statutes, and that the Holder has no direct or indirect participation in any such
undertaking or in the underwriting of such an undertaking. The Holder understands that the Common Stock has not been registered,
but is being acquired by reason of a specific exemption under the Securities Act as well as under certain state statutes for transactions
by an issuer not involving any public offering and that any disposition of the Common Stock may, under certain circumstances, be
inconsistent with these exemptions. The Holder acknowledges that the Common Stock must be held and may not be sold, transferred,
or otherwise disposed of for value unless subsequently registered under the Securities Act or an exemption from such registration
is available. The Company is under no obligation to register the Common Stock under the Securities Act, except as provided in the
Agreement for the warrant. The certificates representing the Common Stock will bear a legend restricting transfer, except in compliance
with applicable federal and state securities statutes.


 


The Holder agrees and acknowledges
that this purported exercise of the warrant is conditioned on, and subject to, any compliance with requirements of applicable federal
and state securities laws deemed necessary by the Company.


 


DATED this _____day of ___________________


 


 


________________________


Signature                                      






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Transfer Form


 


FOR VALUE RECEIVED, ______________________hereby sell, assign, and
transfer unto:


 


________________________


________________________


________________________


 


warrants to purchase shares of the Common Stock
of Viral Genetics, Inc., represented by the within instrument, and do hereby irrevocably constitute and appoint:


 


_______________________________________


 


to transfer said warrants stock on the books
of the within named Corporation with full power of substitution in the premises.


 


Dated __________________________, _____________________.


 


 


_____________________________


Signature


In presence of


 


_________________________________









 






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