Exhibit 10.126


 


INVESTMENT AGREEMENT


 


INVESTMENT AGREEMENT (this “AGREEMENT”),
dated as of March 28, 2014 by and between VG LIFE SCIENCES INC., a Delaware corporation (the “Company”), and Dutchess
Opportunity Fund, II, LP, a Delaware Limited Partnership (the “Investor”).


 


WHEREAS, the parties desire that,
upon the terms and subject to the conditions contained herein, the Investor shall invest up to five million dollars ($5,000,000)
to purchase the Company's Common Stock with $.0001 par value per share (the “Common Stock”);


 


WHEREAS, such investments will
be made in reliance upon the provisions of Section 4(2) under the Securities Act of 1933, as amended (the “1933 Act”),
Rule 506 of Regulation D, and the rules and regulations promulgated thereunder, and/or upon such other exemption from the registration
requirements of the 1933 Act as May be available with respect to any or all of the investments in Common Stock to be made hereunder;
and


 


WHEREAS, contemporaneously with
the execution and delivery of this Agreement, the parties hereto are executing and delivering a Registration Rights Agreement substantially
in the form attached hereto (the “Registration Rights Agreement”) pursuant to which the Company has agreed to provide
certain registration rights under the 1933 Act, and the rules and regulations promulgated thereunder, and applicable state securities
laws.


 


NOW THEREFORE, in consideration
of the foregoing recitals, which shall be considered an integral part of this Agreement, the covenants and agreements set forth
hereafter, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company
and the Investor hereby agree as follows:


 


SECTION 1.       DEFINITIONS.


 


As used in
this Agreement, the following terms shall have the following meanings specified or indicated below, and such meanings shall be
equally applicable to the singular and plural forms of such defined terms.


 


“1933 Act” shall have the meaning
set forth in the recitals of this Agreement.


 


“1934 Act” shall mean the Securities
Exchange Act of 1934, as it may be amended.


 


“AAA” shall
have the meaning specified in Section 11.


 


“Affiliate”
shall have the meaning specified in Section 5(H).


 


“Agreement”
shall mean this Investment Agreement.


 


“Articles of Incorporation”
shall have the meaning specified in Section 4(C).


 


“By-laws”
shall have the meaning specified in Section 4(C).


 


“Closing” shall have the meaning
specified in Section 2(E).


 


“Closing Date” shall have the meaning
specified in Section 2(E).


 


 




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“Common Stock” shall have the
meaning set forth in the recitals of this Agreement.


 


“Company” shall have the meaning
set forth in the preamble of this Agreement.


 


“Control” or “Controls”
shall have the meaning specified in Section 5(H).


 


“DTC” shall have the
meaning specified in Section 2(E).


 


“DWAC” shall have the
meaning specified in Section 2(E).


 


“Effective Date” shall
mean the date the SEC declares effective under the 1933 Act the Registration Statement covering the Securities.


 


“Equity Line Transaction Documents”
shall mean this Agreement and the Registration Rights Agreement.


 


“FAST” shall have the
meaning specified in Section 2(E).


 


“Fee Shares” shall have
the meaning specified in Section 11.


 


“Indemnities” shall have
the meaning specified in Section 10.


 


“Indemnified Liabilities”
shall have the meaning specified in Section 10.


 


“Indemnitor” shall have
the meaning specified in Section 10.


 


“Investor” shall have
the meaning indicated in the preamble of this Agreement.


 


“Material Adverse Effect”
shall have the meaning specified in Section 4(A).


 


“Maximum Common Stock Issuance”
shall have the meaning specified in Section 2(F).


 


“Minimum Acceptable Price”
with respect to any Put Notice Date shall be the price defined by the Company in the applicable Put Notice.


 


“Open Market Adjustment Amount”
shall have the meaning specified in Section 2(G).


 


“Open Market Share Purchase”
shall have the meaning specified in Section 2(G).


 


“Open Period”
shall mean the period beginning on and including the Trading Day immediately following the Effective Date and ending on the earlier
to occur of (i) the date which is thirty-six (36) months from the Effective Date; or (ii) termination of the Agreement in accordance
with Section 9, below.


 


“Pricing Period”
shall mean the five (5) consecutive Trading Days beginning on the Put Notice Date and ending on and including the date that is
four (4) Trading Days after such Put Notice Date.


 


“Principal
Market” shall mean the Nasdaq Capital Market, the NYSE Amex, the New York Stock Exchange, the Nasdaq Global Market, the
Nasdaq Global Select Market or the OTC Bulletin Board, whichever is the principal market on which the Common Stock is listed.


 


 




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“Prospectus”
shall mean the prospectus, preliminary prospectus and supplemental prospectus used in connection with the Registration
Statement.


 


“Purchase
Amount” shall mean the total amount being paid by the Investor on a particular Closing Date to purchase the Securities.


 


“Purchase
Price” shall mean ninety-four percent (94%) of the lowest daily VWAP (as defined herein) of the Common Stock during the
Pricing Period.


 


“Put” shall have the
meaning set forth in Section 2(B) hereof.


 


“Put Amount” shall have
the meaning set forth in Section 2(B) hereof.


 


“Put Notice”
shall mean a written notice in the form attached hereto as Exhibit C, sent to the Investor by the Company stating the Put Amount
in U.S. dollars the Company intends to sell to the Investor pursuant to the terms of the Agreement and stating the current number
of Shares issued and outstanding on such date.


 


“Put Notice
Date” shall mean the Trading Day, as set forth below, immediately following the day on which the Investor receives a
Put Notice, however a Put Notice shall be deemed delivered on (a) the Trading Day it is received by facsimile or email by the Investor
if such notice is received prior to noon Eastern Time, or (b) the immediately succeeding Trading Day if it is received by facsimile
or otherwise after noon Eastern Time on a Trading Day. No Put Notice may be deemed delivered on a day that is not a Trading Day.


 


“Put Restriction”
shall mean the days during the Pricing Period. During this time, the Company shall not be entitled to deliver another Put
Notice.


 


“Put Shares Due” shall
have the meaning specified in Section 2(G).


 


“Registration Rights Agreement”
shall have the meaning set forth in the recitals of this Agreement.


 


“Registration Statement”
means the registration statement of the Company filed under the 1933 Act covering the resale by the Investor of the Common Stock
issuable hereunder.


 


“Related Party” shall
have the meaning specified in Section 5(H).


 


“Resolutions” shall have
the meaning specified in Section 7(E). “SEC” shall mean the U.S. Securities & Exchange Commission.


 


“SEC Documents” shall
have the meaning specified in Section 4(F).


 


“Securities” shall mean
the shares of Common Stock issued pursuant to the terms of the Agreement.


 


“Shares” shall mean the
shares of the Company’s Common Stock.


 


“Subsequent Purchasers”
shall have the meaning specified in Section 2(G).


 


“Subsidiaries” shall
have the meaning specified in Section 4(A).


 


 




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“Trading Day” shall mean
any day on which the Principal Market for the Common Stock is open for trading, from the hours of 9:30 am until 4:00 pm Boston
Time.


 


“VWAP” shall
mean the volume weighted average price during a Trading Day.


 


SECTION 2.       PURCHASE AND SALE
OF COMMON STOCK.


 


(A)       PURCHASE AND
SALE OF COMMON STOCK. Subject to the terms and conditions set forth herein, the Company may issue and sell to the Investor, and
the Investor shall purchase from the Company, up to that number of Shares having an aggregate Purchase Price of five million dollars
($5,000,000).


 


(B)       DELIVERY OF PUT
NOTICES. Subject to the terms and conditions of the Equity Line Transaction Documents, and from time to time during the Open Period,
the Company may, in its sole discretion, deliver a Put Notice to the Investor which states the dollar amount (designated in U.S.
Dollars) (the “Put Amount”) of Shares which the Company intends to sell to the Investor on a Closing Date (the “Put”).
The maximum Put Amount shall be equal to up to 1) two hundred percent (200%) of the average daily volume (U.S. market only) of
the Common Stock for the three (3) Trading Days prior to the applicable Put Notice Date, multiplied by the average of the three
(3) daily closing prices immediately preceding the Put Date or 2) one hundred and fifty thousand dollars ($150,000) at the sole
discretion of the Company. During the Open Period, the Company shall not be entitled to submit a Put Notice until the Pricing Period
for the prior Put has been completed. The Common Stock identified in the Put Notice shall be purchased from the Company for a price,
without deduction, equal to the Purchase Price.


 


(C)       COMPANY’S
RIGHT TO SUSPEND. On each Put Notice submitted to the Investor by the Company, the Company shall have the option to specify a Suspension
Price for that Put. In the event the Common Stock falls below the Suspension Price, the Put shall be temporarily suspended. The
Put shall resume at such time as the Common Stock is above the Suspension Price, provided the dates for the Pricing Period for
that particular Put are still valid. In the event the Pricing Period has been complete, any shares above the Suspension Price due
to the Investor shall be sold to the Investor by the Company at the Suspension Price under the terms of this Agreement. The Suspension
Price for a Put may not be changed by the Company once submitted to the Investor.


 


(D)       CONDITIONS
TO INVESTOR'S OBLIGATION TO PURCHASE SHARES. Notwithstanding anything to the contrary in this Agreement, the Company shall not
be entitled to deliver a Put Notice and the Investor shall not be obligated to purchase any Shares at a Closing unless each of
the following conditions are satisfied:


 


(1)       a Registration
Statement shall have been declared effective and shall remain effective and available for the resale of all the Registrable Securities
(as defined in the Registration Rights Agreement) at all times until the Closing with respect to the subject Put Notice;


 


(2)       at all times
during the period beginning on the related Put Notice Date and ending on and including the related Closing Date, the Common Stock
shall have been listed on the Principal Market and shall not have been suspended from trading thereon for a period of two (2) consecutive
Trading Days during the Open Period and the Company shall not have been notified of any pending or threatened proceeding or other
action to suspend the trading of the Common Stock;


 


 




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(3)       the Company
has complied with its obligations and is otherwise not in breach of or in default under this Agreement, the Registration Rights
Agreement or any other agreement executed in connection herewith which has not been cured prior to delivery of the Put Notice;


 


(4)       no injunction
shall have been issued and remain in force, or action commenced by a governmental authority which has not been stayed or abandoned,
prohibiting the purchase or the issuance of the Securities; and


 


(5)       the issuance
of the Securities pursuant to this Agreement will not violate any shareholder approval requirements of the Principal Market.


 


If any of the events described
in clauses (1) through (5) above occurs during a Pricing Period, then the Investor shall have no obligation to purchase the Common
Stock sub ject to the applicable Put Notice.


 


(E)       MECHANICS
OF PURCHASE OF SHARES BY INVESTOR. The closing of the purchase by the Investor of Shares (a “Closing”) shall occur
on the date which is no later than five (5) Trading Days following the applicable Put Notice Date (each a “Closing Date”).
On each Closing Date, (I) the Company shall deliver to the Investor pursuant to this Agreement, certificates representing the Shares
to be issued to the Investor on such date and registered in the name of the Investor; and (II) the Investor shall deliver to the
Company the Purchase Price to be paid for such Shares, based on the Put Amount set forth in Section 2(B). In lieu of delivering
physical certificates representing the Securities and provided that the Company's transfer agent then is participating in The Depository
Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, upon request of the Investor,
the Company shall use all commercially reasonable efforts to cause its transfer agent to electronically tra nsmit the Securities
by crediting the account of the Investor's prime broker (as specified by the Investor within a reasonable period in advance of
the Investor's notice) with DTC through its Deposit Withdrawal Agent Commission (“DWAC”) system.


 


The Company
understands that a delay in the issuance of Securities beyond the Closing Date could result in economic damage to the Investor.
After the Effective Date, as compensation to the Investor for such loss, the Company agrees to make payments to the Investor for
late issuance of Securities (delivery of Securities after the applicable Closing Date) in accordance with the following schedule
(where “No. of Days Late” is defined as the number of trading days beyond the Closing Date, with the Amounts being
cumulative.):


 


LATE PAYMENT FOR EACH NO. OF DAYS LATE


 


	1	 	$100
	2	 	$200
	3	 	$300
	4	 	$400
	5	 	$500
	6	 	$600
	7	 	$700
	8	 	$800
	9	 	$900
	10	 	$1000
	Over 10	 	$1,000 + $200 for each Business Day late 

beyond 10 days



 




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The Company
shall make any payments incurred under this Section in immediately available funds upon demand by the Investor. Nothing herein
shall limit the Investor's right to pursue actual damages for the Company's failure to issue and deliver the Securities to the
Investor, except that such late payments shall offset any such actual damages incurred by the Investor, and any Open Market Adjustment
Amount, as set forth below.


 


(F)       OVERALL
LIMIT ON COMMON STOCK ISSUABLE. Notwithstanding anything contained herein to the contrary, if during the Open Period the Company
becomes listed on an exchange that limits the number of shares of Common Stock that may be issued without shareholder approval,
then the number of Shares issuable by the Company and purchasable by the Investor, shall not exceed that number of the shares of
Common Stock that may be issuable without shareholder approval (the “Maximum Common Stock Issuance”). If such issuance
of shares of Common Stock could cause a delisting on the Principal Market, then the Maximum Common Stock Issuance shall first be
approved by the Company's shareholders in accordance with applicable law and the By-laws and Articles of Incorporation of the Company,
as amended. The parties understand and agree that the Company's failure to seek or obtain such shareholder approval shall in no
way adversely affect the validity and due authorization of the issuance and sale of Securities or the Investor's obligation in
accordance with the terms and conditions hereof to purchase a number of Shares in the aggregate up to the Maximum Common Stock
Issuance limitation, and that such approval pertains only to the applicability of the Maximum Common Stock Issuance limitation
provided in this Section 2(H).


 


(G)       OPEN
MARKET ADJUSTMENT. If, by the third (3rd) business day after a Closing Date, the Company fails to deliver any portion of the Securities
subject to a Put Notice to the Investor (the “Put Shares Due”) and the Investor purchases, in an open market transaction
or otherwise, shares of Common Stock necessary to make delivery by the Investor of shares in respect of sales to subsequent purchasers,
pursuant to transactions entered into before the Closing Date (“Subsequent Purchasers”), which such shares of Common
Stock would have been delivered to the Investor by the Company but for the Company’s failure to so deliver (the “Open
Market Share Purchase”), then the Company shall pay to the Investor, in addition to any other amounts due to Investor pursuant
to the Put, and not in lieu thereof, the Open Market Adjustment Amount (as defined below). The “Open Market Adjustment Amount”
is the amount equal to the excess, if any, of (x) the Investor's total purchase price (including brokerage commissions, if any)
for the Open Market Share Purchase minus (y) the ne t proceeds (after brokerage commissions, if any) received by the Investor from
the sale of the Put Shares Due to such Subsequent Purchasers. The Company shall pay the Open Market Adjustment Amount to the Investor
in immediately available funds within five (5) business days of written demand by the Investor. By way of illustration and not
in limitation of the foregoing, if the Investor purchases shares of Common Stock having a total purchase price (including brokerage
commissions) of $11,000 to cover an Open Market Share Purchase with respect to shares of Common Stock it sold to Subsequent Purchasers
for net proceeds of $10,000, the Open Market Adjustment Amount which the Company will be required to pay to the Investor will be
$1,000.


 


(H)       LIMITATION
ON AMOUNT OF OWNERSHIP. Notwithstanding anything to the contrary in this Agreement, in no event shall the Investor be entitled
to purchase that number of Shares, which when added to the sum of the number of shares of Common Stock beneficially owned (as such
term is defined under Section 13(d) and Rule 13d-3 of the 1934 Act), by the Investor, would exceed 4.99% of the number of shares
of Common Stock outstanding on the Closing Date, as determined in accordance with Rule 13d-1(j) of the 1934 Act.


 


 




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SECTION 3. INVESTOR'S REPRESENTATIONS,
WARRANTIES AND COVENANTS. The Investor represents and warrants to the Company, and covenants, that:


 


(A)       SOPHISTICATED
INVESTOR. The Investor has, by reason of its business and financial experience, such knowledge, sophistication and experience in
financial and business matters and in making investment decisions of this type that it is capable of (1) evaluating the merits
and risks of an investment in the Securities and making an informed investment decision; (2) protecting its own interest; and (3)
bearing the economic risk of such investment for an indefinite period of time.


 


(B)       AUTHORIZATION;
ENFORCEMENT. The Investor has the requisite power and authority to enter into and perform this Agreement and the Registration Rights
Agreement . The execution and delivery of the Equity Line Transaction Documents by the Investor and the consummation by it of the
transactions contemplated hereby and thereby have been duly and validly authorized by the Investor's general partners and no further
consent or authorization is required by its partners. This Agreement has been duly and validly authorized, executed and delivered
on behalf of the Investor and is a valid and binding agreement of the Investor enforceable against the Investor in accordance with
its terms, subject as to enforceability to general principles of equity and to applicable bankruptcy, insolvency, reorganization,
moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors' rights
and remedies.


 


(C)       SECTION 9 OF
THE 1934 ACT. During the term of this Agreement, the Investor will comply with the provisions of Section 9 of the 1934 Act, and
the rules promulgated thereunder, with respect to transactions involving the Common Stock. The Investor agrees not to sell the
Company's stock short, either directly or indirectly through its affiliates, principals or advisors, the Company's common stock
during the term of this Agreement.


 


(D)       ACCREDITED INVESTOR.
Investor is an “Accredited Investor” as that term is defined in Rule 501(a) of Regulation D of the 1933 Act.


 


(E)       NO CONFLICTS.
The execution, delivery and performance of the Transaction Documents by the Investor and the consummation by the Investor of the
transactions contemplated hereby and thereby will not (1) result in a violation of the partnership agreement or other organizational
documents of the Investor, (2) conflict with, or constitute a material default (or an event which with notice or lapse of time
or both would become a material d efault) under, or give to others any rights of termination, amendment, acceleration or cancellation
of, any material agreement, contract, indenture mortgage, indebtedness or instrument to which the Investor is a party, or to the
Investor’s knowledge result in a violation of any law, rule, regulation, order, judgment or decree (including United States
federal and state securities laws and regulations) applicable to the Investor or by which any property or asset of the Investor
is bound or affected.


 




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(F)        NO VIOLATIONS.
Except as disclosed in Schedule 3(f), the Investor is not in violation of any term of, or in default under, the partnership agreement
of other organizational documents of the Investor or any material contract, agreement, mortgage, indebtedness, indenture, instrument,
judgment, decree or order or any statute, rule or regulation applicable to the Investor, except for conflicts, defaults, terminations,
amendments, accelerations, cancellations and violations that would not, individually or in the aggreg ate, constitute or reasonably
be expected to constitute a material adverse effect on the Investor. The business of the Investor is not being conducted, and shall
not be conducted, in violation of any law, statute, ordinance, rule, order or regulation of any governmental authority or agency,
regulatory or self - regulatory agency, or court, except for violations the sanctions for which either, individually or in the
aggregate, would not have or reasonably be expected to have a material adverse effect on the Investor. Except as specifically contemplated
by this Agreement and as required under the 1933 Act or any securities laws of any states, to the Investor’s knowledge, the
Investor is not required to obtain any consent, authorization, permit or order of, or make any filing or registration (except the
filing of a registration statement as outlined in the Registration Rights Agreement) with, any court, governmental authority or
agency, regulatory or self -regulatory agency or other third party in order for it to execute, deliver or perform any of its obligations
under, or contemplated by, the Equity Line Transaction Documents in accordance with the terms hereof or thereof except for those
consents, authorizations, permits, orders or filings as have been obtained or effected on or prior to the date hereof and are in
full force and effect as of the date hereof. Except as disclosed in Schedule 3(f), the Investor is unaware of any facts or circumstances
which might give rise to any violation or default set forth in this Section 3(F).


 


(G)       OPPORTUNITY
TO DISCUSS. The Investor has received all materials relating to the Company's business, finance and operations which it has requested.
The Investor has had an opportunity to discuss the business, management and financial affa irs of the Company with the Company's
management.


 


(H)       INVESTMENT
PURPOSES. The Investor is purchasing the Securities for its own account for investment purposes and not with a view towards distribution
and agrees to resell or otherwise dispose of the Securities solely in accordance with the registration provisions of the 1933 Act
(or pursuant to an exemption from such registration provisions).


 


(I)         NO REGISTRATION
AS A DEALER. The Investor is not and will not be required to be registered as a “dealer” under the 1934 Act, either
as a result of its execution and performance of its obligations under this Agreement or otherwise.


 


(J)         GOOD
STANDING. The Investor is a Limited Partnership, duly organized, validly existing and in good standing in the state of Delaware.


 


(K)       TAX LIABILITIES.
The Investor understands that it is liable for its own tax liabilities.


 


SECTION 4.     REPRESENTATIONS AND
WARRANTIES OF THE COMPANY. Except as set forth in the Schedules attached hereto, or as disclosed in the Company's SEC Documents,
the Company represents and warrants to the Investor that:


 


(A)       ORGANIZATION
AND QUALIFICATION. The Company is a corporation duly organized and validly existing in good standing under the laws of the State
of Delaware, USA and has the requisite corporate power and authorization to own its properties and to carry on its business as
now being conducted. Both the Company and the companies it owns or controls (“Subsidiaries”) are duly qualified to
do business and are in good standing in every jurisdiction in which its ownership of property or the nature of the business conducted
by it makes such qualification necessary, except to the extent that the failure to be so qualified or be in good standing would
not have a Material Adverse Effect. As used in this Agreement, “Material Adverse Effect” means any material adverse
effect on (1) the properties, assets, operations, results of operations, or financial condition of the Company and its Subsidiaries,
if any, taken as a whole, (2) the transactions contemplated hereby or by the agreements a nd instruments to be entered into in
connection herewith, or (3) the authority or ability of the Company to perform its obligations under the Equity Line Transaction
Documents other than as a result of (a) changes adversely affecting the United States economy (so long as the Company is not disproportionately
affected thereby), (b) changes adversely affecting the industry in which the Company operates (so long as the Company is not disproportionately
affected thereby), (c) the announcement or consummation of the transactions contemplated by this Agreement, and (d) changes in
the market price of the Common Stock.


 




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(B)       AUTHORIZATION;
ENFORCEMENT; COMPLIANCE WITH OTHER INSTRUMENTS.


 


(1)        The Company has
the requisite corporate power and authority to enter into and perform the Equity Line Transaction Documents, and to perform its
obligations contemplated hereby and thereby.


 


(2)        The execution
and delivery of the Equity Line Transaction Documents by the Company and the consummation by it of the transactions contemplated
hereb y and thereby, including without limitation the reservation for issuance and the issuance of the Securities pursuant to this
Agreement, have been duly and validly authorized by the Company's Board of Directors and no further consent or authorization is
required by the Company, its Board of Directors, or its shareholders.


 


(3)        The Equity Line
Transaction Documents have been duly and validly executed and delivered by the Company.


 


(4)        The Equity Line
Transaction Documents constitute the valid and binding obligations of the Company enforceable against the Company in accordance
with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency,
reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' rights
and remedies.


 


(C)       CAPITALIZATION.
As of the date hereof, the authorized capital stock of the Company consists of 150,000,000 shares of Common Stock with $0.0001
par value per share. As of March 28, 2014, 19,480,617 shares were issued and outstanding. Except as disclosed in the Company’s
publicly available filings with the SEC: (1) no shares of the Company's capital stock are subject to preemptive rights or any other
similar rights or any liens or encumbrances suffered or permitted by the Company; (2) there are no outstanding debt securities;
(3) there are no outstanding shares of capital stock, options, warrants, scrip, rights to subscribe to, calls or commitments of
any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any
of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries
is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries or options, warrants,
scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible
into, any shares of capital stock of the Company or any of its Subsidiaries; (4) there are no agreements or arrangements under
which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the 1933 Act (except
the Registration Rights Agreement); (5) there are no outstanding securities of the Company or any of its Subsidiaries which contain
any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company
or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; (6) there are
no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities
as described in this Agreement; (7) the Company does not have an y stock appreciation rights or “phantom stock” plans
or agreements or any similar plan or agreement; and (8) there is no dispute as to the classification of any shares of the Company's
capital stock.


 


 




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The Company has furnished
to the Investor, or the Investor has had access through the SEC’s EDGAR website to, true and correct copies of the Company's
Articles of Incorporation, as amended and in effect on the date hereof (the “Articles of Incorporation”), and the Company's
By-laws, as in effect on the date hereof (the “By-laws”), and the terms of all securities convertible into or exercisable
for Common Stock and the material rights of the holders thereof in respect thereto.


 


(D)       ISSUANCE OF SHARES.
The Company will reserve up to 10,000,000 Shares for issuance pursuant to this Agreement, which have been duly authorized and reserved
for issuance (subject to adjustment pursuant to the Company's covenant set forth in Section 5(F) below) pursuant to this Agreement.
Upon issuance in accordance with this Agreement, the Securities will be validly issued, fully paid for and non-assessable and free
from all taxes, liens and charges with respect to the issue thereof. In the event the Company cannot register a sufficient number
of Shares for issuance pursuant to this Agreement, the Company will use its best efforts to authorize and reserve for issuance
the number of Shares required for the Company to perform its obligations hereunder as soon as reasonably practicable.


 


(E)       NO CONFLICTS. The
execution, delivery and performance of the Equity Line Transaction Documents by the Company and the consummation by the Company
of the transactions contemplated hereby and thereby will not (I) result in a violation of the Articles of Incorporation, any Certificate
of Designations, Preferences and Rights of any outstanding series of preferred stock of the Company or the By-laws; or (II) conflict
with, or constitute a material default (or an event which with notice or lapse of time or both would become a material default)
under, or give to others any rights of termination, amendment, acceleration or cancellation of, any material agreement, contract,
indenture mortgage, indebtedness or instrument to which the Company or any of its Subsidiaries is a party, or to the Company's
knowledge result in a violation of any law, rule, regulation, order, judgment or decree (including United States federal and state
securities laws and regulations and the rules and regulations of the Principal Market or principal securities exchange or trading
market on which the Common Stock is traded or listed) applicable to the Company or any of its Subsidiaries or by which any property
or asset of the Company or any of its Subsidiaries is bound or affected. Except as disclosed in Schedule 4(e), neither the Company
nor its Subsidiaries is in violation of any term of, or in default under, the Articles of Incorporation, any Certificate of Designations,
Preferences and Rights of any outstanding series of preferred stock of the Company or the By-laws or their organizational charter
or by-laws, respectively, or any contract, agreement, mortgage, indebtedness, indenture, instrument, judgment, decree or order
or any statute, rule or regulation applicable to the Company or its Subsidiaries, except for possible conflicts, defaults, terminations,
amendments, accelerations, cancellations and violations that would not individually or in the aggregate have or constitute a Material
Adverse Effect. The business of the Company and its Subsidiaries is not being conducted, and shall not be conducted, in violation
of any law, statute, ordinance, rule, order or regulation of any governmental authority or agency, regulatory or self - regulatory
agency, or court, except for possible violations the sanctions for which either individually or in the aggregate would not have
a Material Adverse Effect. Except as specifically contemplated by this Agreement and as required under the 1933 Act or any securities
laws of any states, to the Company's knowledge, the Company is not required to obtain any consent, authorization, permit or order
of, or make any filing or registration (except the filing of a registration statement as outlined in the Registration Rights Agreement
between the Parties) with, any court, governmental authority or agency, regulatory or self -regulatory agency or other third party
in order for it to execute, deliver or perform any of its obligations under, or contemplated by, the Equity Line Transaction Documents
in accordance with the terms hereof or thereof. All consents, authorizations, permits, orders, filings and registrations which
the Company is required to obtain pursuant to the preceding sentence have been obtained or effected on or prior to the date hereof
and are in full force and effect as of the date hereof. Except as disclosed in Schedule 4(e), the Company and its Subsidiaries
are unaware of any facts or circumstances which might give rise to any violation or default of any of the foregoing. The Company
is not, and will not be, in violation of the listing requirements of the Principal Market as in effect on the date hereof and on
each of the Closing Dates and is not aware of any facts which would reasonably lead to delisting of the Common Stock by the Principal
Market in the foreseeable future.


 


 




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(F)       SEC DOCUMENTS; FINANCIAL STATEMENTS. As of the date hereof, the Company has filed all reports, schedules, forms, statements and
other documents required to be filed by it with the SEC pursuant to the reporting requirements of the 1934 Act (all of the foregoing
filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated
by reference therein being hereinafter referred to as the "SEC Documents"). The Company has delivered to the Investor
or its representatives, or they have had access through the SEC’s EDGAR website to, true and complete copies of the SEC Documents.
As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act
and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents,
at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact
required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were
made, not misleading. As of their respective dates, the financial statements of the Company included in the SEC Documents complied
as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC
with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles,
and audited by a firm that is a member a member of the Public Companies Accounting Oversight Board ("PCAOB") consistently
applied, during the periods involved (except (I) as may be otherwise indicated in such financial statements or the notes thereto,
or (II) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements)
and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its
operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year -end audit adjustments).
No other written information provided by or on behalf of the Company to the Investor which is not included in the SEC Documents,
including, without limitation, information referred to in Section 4(D) of this Agreement, contains any untrue statement of a material
fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstance under which
they are or were made, not misleading. Neither the Company nor any of its Subsidiaries or any of their officers, directors, employees
or agents have provided the Investor with any material, nonpublic information which was not publicly disclosed prior to the date
hereof and any material, nonpublic information provided to the Investor by the Company or its Subsidiaries or any of their officers,
directors, employees or agents prior to any Closing Date shall be publicly disclosed by the Company prior to such Closing Date.


 


(G)       ABSENCE OF CERTAIN
CHANGES. Except as otherwise set forth in the SEC Documents, the Company does not intend to change the business operations of the
Company in any material way. The Company has not taken any steps, and does not currently expect to take any steps, to seek protection
pursuant to any bankruptcy law nor does the Company or its Subsidiaries have any knowledge or reason to believe that its creditors
intend to initiate involuntary bankruptcy proceedings.


 




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(H)       ABSENCE
OF LITIGATION AND/OR REGULATORY PROCEEDINGS. Except as set forth in the SEC Documents, there is no action, suit, proceeding, inquiry
or investigation before or by any court, public board, government agency, self -regulatory organization or body pending or, to
the knowledge of the executive officers of Company or any of its Subsidiaries, threatened against or affecting the Company, the
Common Stock or any of the Company's Subsidiaries or any of the Company's or the Company's Subsidiaries' officers or directors
in their capacities as such, in which an adverse decision could have a Material Adverse Effect.


 


(I)        ACKNOWLEDGMENT
REGARDING INVESTOR'S PURCHASE OF SHARES. The Company acknowledges and agrees that the Investor is acting solely in the capacity
of an arm's length purchaser with respect to the Equity Line Transaction Documents and the transactions contemplated hereby and
thereby. The Company further acknowledges that the Investor is not acting as a financial advisor or fiduciary of the Company (or
in any similar capacity) with respect to the Equity Line Transaction Documents and the transactions contemplated hereby and thereby
and any advice given by the Investor or any of its respective representatives or agents in connection with the Equity Line Transaction
Documents and the transactions contemplated hereby and thereby is merely incidental to the Investor's purchase of the Securities,
and is not being relied on by the Company. The Company further represents to the Investor that the Company's decision to enter
into the Equity Line Transaction Documents has been based solely on the independent evaluation by the Company and its representatives.


 


(J)        NO UNDISCLOSED
EVENTS, LIABILITIES, DEVELOPMENTS OR CIRCUMSTANCES. Except as set forth in the SEC Documents, as of the date hereof, no event,
liability, development or circumstance has occurred or exists, or to the Company's knowledge is contemplated to occur, with respect
to the Company or its Subsidiaries or their respective business, properties, assets, prospects, operations or financial condition,
that would be required to be disclosed by the Company under applicable securities laws on a registration statement filed with the
SEC relating to an issuance and sale by the Company of its Common S tock and which has not been publicly announced.


 


(K)       EMPLOYEE
RELATIONS. Neither the Company nor any of its Subsidiaries is involved in any union labor dispute nor, to the knowledge of the
Company or any of its Subsidiaries, is any such dispute threatened. Neither the Company nor any of its Subsidiaries is a party
to a collective bargaining agreement, and the Company and its Subsidiaries believe that relations with their employees are good.
No executive officer (as defined in Rule 501(f) of the 1933 Act) has notified the Company that such officer intends to leave the
Company's employ or otherwise terminate such officer's employment with the Company.


 


 




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(L)        INTELLECTUAL
PROPERTY RIGHTS. The Company and its Subsidiaries own or possess adequate rights or licenses to use all trademarks, trade names,
service marks, service mark registrations, service names, patents, patent rights, copyrights, inventions, licenses, approvals,
governmental authorizations, trade secrets and rights necessary to conduct their respective businesses as now conducted. Except
as set forth in the SEC Documents, none of the Company's trademarks, trade names, service marks, service mark registrations, service
names, patents, patent rights, copyrights, inventions, licenses, approvals, government authorizations, trade secrets or other intellectual
property rights necessary to conduct its business as now or as proposed to be conducted have expired or terminated, or are expected
to expire or terminate within two (2) years from the date of this Agreement. The Company and its Subsidiaries do not have any knowledge
of any infringement by the Company or its Subsidiaries of trademark, trade name rights, patents, patent rights, copyrights, inventions,
licenses, service names, service marks, service mark registrations, trade secret or other similar rights of others, or of any such
development of similar or identical trade secrets or technical information by others and, except as set forth in the SEC Documents,
there is no claim, action or proceeding being made or brought against, or to the Company's knowledge, being threatened against,
the Company or its Subsidiaries regarding trademark, trade name, patents, patent rights, invention, copyright, license, service
names, service marks, service mark registrations, trade secret or other infringement; and the Company and its Subsidiaries are
unaware of any facts or circumstances which might give rise to any of the foregoing. The Company and its Subsidiaries have taken
commercially reasonable security measures to protect the secrecy, confidentiality and value of all of their intellectual properties.


 


(M)      ENVIRONMENTAL
LAWS. The Company and its Subsidiaries (I) are, to the knowledge of the Company and its Subsidiaries, in compliance with any and
all applicable foreign, federal, state and local laws and regulations relating to the protection of human health and safety, the
environment or hazardous or toxic substances or wastes, pollutants or contaminants ("Environmental Laws"); (II) have,
to the knowledge of the Company, received all permits, licenses or other approvals required of them under applicable Environmental
Laws to conduct their respective businesses; and (III) are in compliance, to the knowledge of the Company, with all terms and conditions
of any such permit, license or approval where, in each of the three (3) foregoing cases, the failure to so comply would have, individually
or in the aggregate, a Material Adverse Effect.


 


(N)       TITLE. The Company
and its Subsidiaries have good and marketable title to all personal property owned by them which is material to the business of
the Company and its Subsidiaries, in each case free and clear of all liens, encumbrances and defects except such as are described
in the SEC Documents or such as do not materially affect the va lue of such property and do not interfere with the use made and
proposed to be made of such property by the Company or any of its Subsidiaries. Any real property and facilities held under lease
by the Company or any of its Subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions
as are not material and do not interfere with the use made and proposed to be made of such property and buildings by the Company
and its Subsidiaries.


 


(O)       INSURANCE. Each
of the Company's Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and
in such amounts as management of the Company reasonably believes to be prudent and customary in the businesses in which the Company
and its Subsidiaries are engaged. Neither the Company nor any of its Subsidiaries has been refused any insurance coverage sought
or applied for and neither the Company nor its Subsidiaries has any reason to believe that it will not be able to renew its existing
insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to
continue its business at a cost that would not have a Material Adverse Effect.


 




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(P)       REGULATORY PERMITS.
The Company and its Subsidiaries have in full force and effect all certificates, approvals, authorizations and permits from the
appropriate federal, state, local or foreign regulatory authorities and comparable foreign regulatory agencies, necessary to own,
lease or operate their respective properties and assets and conduct their respective businesses, and neither the Company nor any
such Subsidiary has received any notice of proceedings relating to the revocation or modification of any such certificate, approval,
authorization or permit, except for such certificates, approvals, authorizations or permits which if not obtained, or such revocations
or modifications which, would not have a Material Adverse Effect.


 


(Q)       INTERNAL ACCOUNTING
CONTROLS. The Company and each of its Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable
assurance that (I) transactions are executed in accordance with management's general or specific authorizations; (II) transactions
are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles
by a firm with membership to the PCAOB and to maintain asset accountability; (III) reasonable controls to safeguard assets are
in place; and (IV) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate
action is taken with respect to any differences.


 


(R)       NO MATERIALLY ADVERSE
CONTRACTS, ETC. Neither the Company nor any of its Subsidiaries is subject to any charter, corporate or other legal restriction,
or any judgment, decree or order which in the judgment of the Company's officers has or is expected in the future to have a Material
Adverse Effect. Neither the Company nor any of its Subsidiaries is a party to any contract or agreement which in the judgment of
the Company's officers has or is expected to have a Material Adverse Effect.


 


(S)       TAX STATUS. The
Company and each of its Subsidiaries has made or filed all United States federal and state income and all other tax returns, reports
and declarations required by any jurisdiction to which it is subject (unless and only to the extent that the Company and each of
its Subsidiaries has set aside on its books provisions reasonably adequate for the payment of all unpaid and unreported taxes)
and has paid all taxes and other governmental assessments and charges that are material in amount, shown or determined to be due
on such returns, reports and declarations, except those being contested in good faith and has set aside on its books provision
reasonably adequate for the payment of all taxes for periods subsequent to the periods to which such returns, reports or declarations
apply. There are no unpaid taxes in any material amount claimed to be due by the taxing authority of any jurisdiction, and the
officers of the Company know of no basis for any such claim.


 


(T)       CERTAIN TRANSACTIONS. Except as set
forth in the SEC Documents filed at least ten (10) days prior to the date hereof and except for arm's length transactions pursuant
to which the Company makes payments in the ordinary course of business upon terms no less favorable than the Company could obtain
from disinterested third parties and other than the grant of stock options disclosed in the SEC Documents or stock options granted
in the future as contemplated by current compensation agreements or plans disclosed in the SEC Documents, none of the officers,
directors, or employees of the Company is presently a party to any transaction with the Company or any of its Subsidiaries (other
than for services as employees, officers and directors), including any contract, agreement or other arrangement providing for the
furnishing of services to or by, providing for rental of real or personal property to or from, or otherwise requiring payments
to or from any officer, director or such employee or, to the knowledge of the Company, any corporation, partnership, trust or other
entity in which any officer, director, or any such employee has a substantial interest or is an officer, director, trustee or partner.


 


 




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(U)      DILUTIVE EFFECT.
The Company understands and acknowledges that the number of shares of Common Stock issuable upon purchases pursuant to this Agreement
will increase in certain circumstances including, but not necessarily limited to, the circumstance wherein the trading price of
the Common Stock declines during the period between the Effective Date and the end of the Open Period. The Company's executive
officers and directors have studied and fully understand the nature of the transactions contemplated by this Agreement and recognize
that they have a potential dilutive effect on the shareholders of the Company. The Board of Directors of the Company has concluded,
in its good faith business judgment, and with full understanding of the implications, that such issuance is in the best interests
of the Company. The Company specifically acknowledges that, subject to such limitations as are expressly set forth in the Equity
Line Transaction Documents, its obligation to issue shares of Common Stock upon purchases pursuant to this Agreement is absolute
and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other shareholders
of the Company.


 


(V)       LOCK-UP. The Company
shall cause its officers and directors to refrain from selling Common Stock during each Pricing Period.


 


(W)      NO GENERAL SOLICITATION.
Neither the Company, nor any of its affiliates, nor any person acting on its behalf, has engaged in any form of general solicitation
or general advertising (within the meaning of Regulation D) in connection with the offer or sale of the Common Stock to be offered
as set forth in this Agreement.


 


(X)       NO BROKERS, FINDERS
OR FINANCIAL ADVISORY FEES OR COMMISSIONS. No brokers, finders or financial advisory fees or commissions will be payable by the
Company, its agents or Subsidiaries, with respect to the transactions contemplated by this Agreement, except as otherwise disclosed
in this Agreement.


 


SECTION 5.      COVENANTS OF THE COMPANY


 


(A)       EFFORTS. The
Company shall use all commercially reasonable efforts to timely satisfy each of the conditions set forth in Section 8 of this Agreement.


 


(B)       BLUE SKY. The
Company shall, at its sole cost and expense, on or before each of the Closing Dates, take such action as the Company shall reasonably
determine is necessary to qualify the Securities for, or obtain exemption for the Securities for, sale to the Investor at each
of the Closings pursuant to this Agreement under applicable securities or “Blue Sky” laws of such states of the United
States, as reasonably specified by the Investor, and shall provide evidence of any such action so taken to the Investor on or prior
to the Closing Date.


 


(C)       REPORTING STATUS.
Until one of the following occurs, the Company shall file all reports required to be filed with the SEC pursuant to the 1934 Act,
and the Company shall not terminate its status, or take an action or fail to take any action, which would terminate its status
as a reporting company under the 1934 Act: (1) this Agreement terminates pursu ant to Section 9, or (2) the date on which the Investor
has sold all the Securities; provided that the Investor shall promptly notify the Company after the Investor has sold all the Securities.


 


 




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(D)       USE OF PROCEEDS.
The Company will use the proceeds from the sale of the Securities (excluding amounts paid by the Company for fees as set forth
in the Equity Line Transaction Documents) for general corporate and working capital purposes and acquisitions or assets, businesses
or operations or for other purposes that the Board of Directors, in its good faith, deems to be in the best interest of the Company.


 


(E)        FINANCIAL INFORMATION.
During the Open Period, the Company agrees to make available to the Investor via the SEC’s EDGAR website or other electronic
means the following documents and information on the forms set forth: (1) within five (5) Trading Days after the filing thereof
with the SEC, a copy of its Annual Reports on Form 10-K, its Quarterly Reports on Form 10-Q, any Current Reports on Form 8-K and
any Registration Statements or amendments filed pursuant to the 1933 Act; (2) copies of any notices and other information made
available or given to the shareholders of the Company generally, contemporaneously with the making available or giving thereof
to the shareholders; and (3) within two (2) calendar days of filing or delivery thereof, copies of all documents filed with, and
all correspondence sent to, the Principal Market, any securities exchange or market, or the Financial Industry Regulatory Authority,
unless such information is material nonpublic information.


 


(F)        RESERVATION OF
SHARES. The Company will reserve up to 10,000,000 Shares for the issuance of the Securities to the Investor as required hereunder.
In the event that the Company determines that it does not have a sufficient number of authorized shares of Common Stock to reserve
and keep available for issuance as described in this Section 5(F), the Company shall use all commercially reasonable efforts to
increase the n umber of authorized shares of Common Stock by seeking shareholder approval for the authorization of such additional
shares.


 


(G)       LISTING. The
Company shall promptly secure and maintain the listing of all of the Registrable Securities (as defined in the Registration Rights
Agreement) on the Principal Market and each other national securities exchange and automated quotation system, if any, upon which
shares of Common Stock are then listed (subject to official notice of issuance) and shall maintain, such listing of all Registrable
Securities from time to time issuable under the terms of the Equity Line Transaction Documents. Neither the Company nor any of
its Subsidiaries shall take any action which would be reasonably expected to result in the delisting or suspension of the Common
Stock on the Principal Market (excluding suspensions of not more than one (1) trading day resulting from business announcements
by the Company). The Company shall promptly provide to the Investor copies of any notices it receives from the Principal Market
regarding the continued eligibility of the Common Stock for listing on such automated quotation system or securities exchange.
The Company shall pay all fees and expenses in connection with satisfying its obligations under this Section 5(G).


 


 


 




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(H)       TRANSACTIONS
WITH AFFILIATES. The Company shall not, and shall cause each of its Subsidiaries not to, enter into, amend, modify or supplement,
or permit any Subsidiary to enter into, amend, modify or supplement, any agreement, transaction, commitment or arrangement with
any of its or any Subsidiary's officers, directors, persons who were officers or directors at any time during the previous two
(2) years, shareholders who beneficially own 5% or more of the Common Stock, or Affiliates or with any indiv idual related by blood,
marriage or adoption to any such individual or with any entity in which any such entity or individual owns a 5% or more beneficial
interest (each a “Related Party”), except for (1) customary employment arrangements and benefit programs on reasonable
terms, (2) any agreement, transaction, commitment or arrangement on an arms-length basis on terms no less favorable than terms
which would have been obtainable from a disinterested third party other than such Related Party,(3) any agreement, transaction,
commitment or arrangement which is approved by a majority of the disinterested directors of the Company, or (4) extensions or amendments
of any existing employment agreement. For purposes hereof, any director who is also an officer of the Company or any Subsidiary
of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment or arrangement.
“Affiliate” for purposes hereof means, with respect to any person or entity, another person or entity that, directly
or indirectly, (1) has a 5% or more equity interest in that person or entity, (2) has 5% or more common ownership with that person
or entity, (3) controls that person or entity, or (4) is under common control with that person or entity. “Control”
or “Controls” for purposes hereof means that a person or entity has the power, directly or indirectly, to conduct or
govern the policies of another person or entity.


 


(I)         FILING OF FORM
8-K. On or before the date which is four (4) Trading Days after the date of execution of this Agreement, the Company shall file
a Current Report on Form 8 -K with the SEC describing the terms of the transaction contemplated by the Equity Line Transaction
Documents in the form required by the 1934 Act, if such filing is required.


 


(J)         CORPORATE EXISTENCE.
The Company shall use all commercially reasonable efforts to preserve and continue the corporate existence of the Company.


 


(K)       NOTICE OF CERTAIN
EVENTS AFFECTING REGISTRATION; SUSPENSION OF RIGHT TO MAKE A PUT. The Company shall promptly notify the Investor upon the occurrence
of any of the following events in respect of a Registration Statement or related prospectus in respect of an offering of the Securities:
(1) receipt of any request for additional information by the SEC or any other federal or state governmental authority during the
period of effectiveness of the Registration Statement for amendments or supplements to the Registration Statement or related prospectus;
(2) the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness
of any Registration Statement or the initiation of any proceedings for that purpose; (3) receipt of any notification with respect
to the suspension of the qualification or exemption from qualification of any of the Securities for sale in any jurisdiction or
the initiation or notice of any proceeding for such purpose; (4) the happening of any event that makes any statement made in such
Registration Statement or related prospectus or any document incorporated or deemed to be incorporated therein by reference untrue
in any material respect or that requires the making of any changes in the Registration Statement, related prospectus or documents
so that, in the case of a Registration Statement, it will not contain any untrue statement of a material fact or omit to state
any material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case
of the related prospectus, it will not contain any untrue statement of a material fact or omit to state any material fact required
to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made,
not misleading; and (5) the Company's reasonable determination that a post- effective amendment to the Registration Statement would
be appropriate, and the Company shall promptly make available to Investor any such supplement or amendment to the related prospectus.
The Company shall not deliver to the Investor any Put Notice during the continuation of any of the foregoing events in this Section
5(K).


 




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(L)        REIMBURSEMENT.
If (I) the Investor becomes involved in any capacity in any action, proceeding or investigation brought by any shareholder of the
Company, in connection with or as a result of the consummation of the transactions contemplated by the Equity Line Transaction
Documents, or if the Investor is impleaded in any such action, proceeding or investigation by any person (other than as a result
of a breach of the Investor’s representationsand warranties set forth in this Agreement); or (II) the Investor becomes involved
in any capacity in any action, proceeding or investigation brought by the SEC against or involving the Company (unless the Company
is involved in the action, proceeding or investigation as a witness only) or in connection with or as a result of the consummation
of the transactions contemplated by the Equity Line Transaction Documents (other than as a result of a b reach of the Investor’s
representations and warranties set forth in this Agreement), or if this Investor is impleaded in any such action, proceeding or
investigation by any person, then in any such case, the Company will reimburse the Investor for its actual, reasonable legal and
other expenses (including the cost of any investigation and preparation) incurred in connection therewith, as such expenses are
incurred. In addition, other than with respect to any matter in which the Investor is a named party, the Company will pay to the
Investor the charges, as reasonably determined by the Investor, for the time of any officers or employees of the Investor devoted
to appearing and preparing to appear as witnesses, assisting in preparation for hearings, trials or pretrial matters, or otherwise
with respect to inquiries, hearing, trials, and other proceedings relating to the subject matter of this Agreement. The reimbursement
obligations of the Company under this section shall be in addition to any liability which the Company may otherwise have, shall
extend upon the same terms and conditions to any affiliates of the Investor that are actually named in such action, proceeding
or investigation, and partners, directors, agents, employees, attorneys, accountants, auditors and controlling persons (if any),
as the case may be, of Investor and any such affiliate, and shall be binding upon and inure to the benefit of any successors of
the Company, the Investor and any such affiliate and any such person. However, in all events, if the Investor is found to be guilty
of violations of the federal or state securities laws (or pleads “no contest” or other similar plea or settles an investigation
or pleading without a specific finding of liability but is still subject to civil or criminal liability), the Company will have
no responsibility to pay any of the Investor’s fees and expenses regardless of whether or not the Company is or is also found
to have liability.


 


(M)       TRANSFER AGENT.
Upon effectiveness of the Registration Statement, and for so long as the Registration Statement is effective, the Company shall
deliver instructions to its transfer agent to issue Shares to the Investor that are covered for resale by the Registration Statement
free of restrictive legends.


 


(N)       ACKNOWLEDGEMENT
OF TERMS. The Company hereby represents and warrants to the Investor that: (1) it is voluntarily entering into this Agreement of
its own freewill, (2) it is not entering this Agreement under economic duress, (3) the terms of this Agreement are reasonable and
fair to the Company, and (4) the Company has had independent legal counsel of its own choosing review this Agreement, advise the
Company with respect to this Agreement, and represent the Company in connection with this Agreement.


 


SECTION 6.      CONDITIONS OF THE COMPANY'S
OBLIGATION TO SELL. The obligation hereunder of the Company to issue and sell the Securities to the Investor is further subject
to the satisfaction, at or before each Closing Date, of each of the following conditions set forth below. These conditions are
for the Company's sole benefit and may be waived by the Company at any time in its sole discretion.


 


(A)       The Investor shall
have executed this Agreement and the Registration Rights Agreement and delivered the same to the Company.


 


 




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(B)        The Investor
shall have delivered to the Company the Purchase Price for the Securities being purchased by the Investor between the end of the
Pricing Period and the Closing Date via a Put Settlement Sheet (hereto attached as Exhibit D). Immediately after receipt of confirmation
of delivery of such Securities to the Investor, the Investor, by wire transfer of immediately available funds pursuant to the wire
instructions provided by the Company, will disburse the funds constituting the Purchase Amount.


 


(C)        The
representations and warranties of the Investor shall be true and correct in all material respects as of the date when made and
as of the applicable Closing Date as though made at that time and the Investor shall have performed, satisfied and complied in
all material respects with the covenants, agreements and conditions required by the Equity Line Transaction Documents to be performed,
satisfied or complied with by the Investor on or before such Closing Date.


 


(D)        No statute, rule,
regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court
or governmental authority of competent jurisdiction which prohibits the consummation of any of the transactions contemplated by
this Agreement.


 


SECTION 7       FURTHER CONDITIONS OF THE INVESTOR'S
OBLIGATION TO PURCHASE. The obligation of the Investor hereunder to purchase Shares is subject to the satisfaction, on or before
each Closing Date, of each of the following conditions set forth below.


 


(A)       The Company shall
have executed the Equity Line Transaction Documents and Commitment Shares and delivered the same to the Investor.


 


(B)        The Common Stock
shall be authorized for quotation on the Principal Market and trading in the Common Stock shall not have been suspended by the
Principal Market or the SEC, at any time beginning on the date hereof and through and including the respective Closing Date (excluding
suspensions of not more than one (1) Trading Day resulting from business announcements by the Company, provided that such suspensions
occur prior to t he Company's delivery of the Put Notice related to such Closing).


 


(C)        The representations
and warranties of the Company shall be true and correct in all material respects as of the date when made and as of the applicable
Closing Date as though made at that time and the Company shall have performed, satisfied and complied in all material respects
with the covenants, agreements and conditions required by the Equity Line Transaction Documents to be performed, satisfied or complied
with by the Company on or before such Closing Date. The Investor may request an update as of such Closing Date regarding the representation
contained in Section 4(C) above.


 


(D)        The Company shall
have executed and delivered to the Investor the certificates representing, or have executed electronic book-entry transfer of,
the Securities (in such denominations as the Investor shall request) being purchased by the Investor at such Closing.


 


(E)        The Board of
Directors of the Company shall have adopted resolutions consistent with Section 4(B)(2) above (the “Resolutions”) and
such Resolutions shall not have been amended or rescinded prior to such Closing Date.


 


(F)        No statute, rule,
regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court
or governmental authority of competent jurisdiction which prohibits the consummation of any of the transactions contemplated by
this Agreement.


 




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(G)       The Registration
Statement shall be effective on each Closing Date and no stop order suspending the effectiveness of the Registration statement
shall be in effect or to the Company's knowledge shall be pending or threatened. Furthermore, on each Closing Date (1) neither
the Company nor the Investor shall have received notice that the SEC has issued or intends to issue a stop order with respect to
such Registration Statement or that the SEC otherwise has suspended or withdrawn the effectiveness of such Registration Statement,
either temporarily or permanently, or intends or has threatened to do so (unless the SEC's concerns have been addressed and Investor
is reasonably satisfied that the SEC no longer is considering or intends to take such action), and (2) no other suspension of the
use or withdrawal of the effectiveness of such Registration Statement or related prospectus shall exist.


 


(H)       At the time of
each Closing, the Registration Statement (including information or documents incorporated by reference therein) and any amendments
or supplements thereto shall not contain any untrue statement of a material fact or omit to state any material fact required to
be stated therein or necessary to make the statements therein not misleading or which would require public disclosure or an update
supplement to the prospectus.


 


(I)         If applicable,
the shareholders of the Company shall have approved the issuance of any Shares in excess of the Maximum Common Stock Issuance in
accordance with Section 2(H) or the Company shall have obtained appropriate approval pursuant to the requirements of Delaware law
and the Company’s Articles of Incorporation and By-laws.


 


(J)        The conditions
to such Closing set forth in Section 2(E) shall have been satisfied on or before such Closing Date.


 


(K)       The Company shall
have certified to the Investor the number of Shares of Common Stock outstanding when a Put Notice is given to the Investor. The
Company's delivery of a Put Notice to the Investor constitutes the Company's certification of the reservation for issuance of the
necessary number of shares of Common Stock subject to a Put Notice.


 


SECTION 8.      TERMINATION. This Agreement
shall terminate upon any of the following events:


 


(A)       when the Investor
has purchased an aggregate of five million dollars $5,000,000 in the Common Stock of the Company pursuant to this Agreement; or,


 


(B)       on the date which is thirty-six (36)
months after the Effective Date; or,


 


(C)       upon written
notice of the Company to the Investor. Any and all shares, or penalties, if any, due under this Agreement shall be immediately
payable and due upon termination of this Agreement.


 


SECTION 9.      SUSPENSION. The Company’s
right to cause the Investor to purchase Shares pursuant to a Put Notice, and the Investor’s obligation to purchase Shares
under this Agreement shall be suspended upon any of the following events, and shall remain suspended until such event is rectified:


 


(A)       The trading of
the Common Stock is suspended by the SEC, the Principal Market or FINRA for a period of two (2) consecutive Trading Days during
the Open Period; or,


 


 




    	20



    	 



    

(B)        The Common Stock
ceases to be registered under the 1934 Act or listed or traded on the Principal Market. Immediately upon the occurrence of one
of the above-described events, the Company shall send written notice of such event to the Investor.


 


SECTION 10.    INDEMNIFICATION. In consideration
of the parties’ mutual obligations set forth in the Transaction Documents, each of the parties (in such capacity, an “Indemnitor”)
shall defend, protect, indemnify and hold harmless the other and all of the other party's shareholders, officers, directors, employees,
counsel, and direct or indirect investors and any of the foregoing person's agents or other representatives (including, without
limitation, those retained in connection with the transactions contemplated by this Agreement) (collectively, the “Indemnitees”)
from and against any and all actions, causes of action, suits, claims, losses, costs, penalties, fees, liabilities and damages,
and reasonable expenses in connection therewith (irrespective of whether any such Indemnitee is a party to the action for which
indemnification hereunder is sought), and including reasonable attorneys' fees and disbursements (the “Indemnified Liabilities”),
incurred by any Indemnitee as a result of, or arising out of, or relating to (A) any material misrepresentation or breach of any
representation or warranty made by the Indemnitor in the Equity Line Transaction Documents or any other certificate, instrument
or document contemplated hereby or thereby; (B) any material breach of any covenant, agreement or obligation of the Indemnitor
contained in the Equity Line Transaction Documents or any ot her certificate, instrument or document contemplated hereby or thereby;
or (C) any cause of action, suit or claim brought or made against such Indemnitee by a third party and arising out of or resulting
from the execution, delivery, performance or enforcement of the Equity Line Transaction Documents or any other certificate, instrument
or document contemplated hereby or thereby, except insofar as (Y) any such misrepresentation, breach or any untrue statement, alleged
untrue statement, omission or alleged omission is made in reliance upon and in conformity with information furnished to Indemnitor
which is specifically intended for use in the preparation of any such Registration Statement, preliminary prospectus, prospectus
or amendments to the prospectus, (Z) any such Indemnified Liabilities resulted or arose from the breach by the Indemnitee party
hereto of any representation, warranty, covenant or agreement of such Indemnitee contained in the Equity Line Transaction Documents
or the negligence, recklessness, willful misconduct or bad faith of such Indemnitee. To the extent that the foregoing undertaking
by the Indemnitor may be unenforceable for any reason, the Indemnitor shall make the maximum contribution to the payment and satisfaction
of each of the Indemnified Liabilities which is permissible under applicable law. The indemnity provisions contained herein shall
be in addition to any cause of action or similar rights Indemnitor may have, and any liabilities the Indemnitor or the Indemnitees
may be subject to.


 


SECTION 11.     GOVERNING LAW; DISPUTES SUBMITTED
TO ARBITRATION. All disputes arising under this agreement shall be governed by and interpreted in accordance with the laws of the
Commonwealth of Massachusetts, without regard to principles of conflict of laws. The parties to this agreement will submit all
disputes arising under this agreement to arbitration in Boston, MA before a single arbitrator of the American Arbitration Association
(“AAA”). The arbitrator shall be selected by application of the rules of the AAA, or by mutual agreement of the parties,
except that such arbitrator shall be an attorney admitted to practice law in Commonwealth of Massachusetts. No party to this Agreement
will challenge the jurisdiction or venue provisions as provided in this section. No party to this agreement will challenge the
jurisdiction or venue provisions as provided in this section. Nothing contained herein shall prevent the party from obtaining an
injunction.


 


 




    	21



    	 



    

 


LEGAL EXPENSES; FEE SHARES AND MISCELLANEOUS
EXPENSES. Except as otherwise set forth in the Equity Line Transaction Documents, each party shall pay the fees and expenses of
its advisers, counsel, the accountants and other experts, if any, and all other expenses incurred by such party incident to the
negotiation, preparation, execution, delivery and performance of this Agreement. Any attorneys' fees and expenses incurred by either
the Company or the Investor in connection with the preparation, negotiation, execution and delivery of any amendments to this Agreement
or relating to the enforcement of the rights of any party, after the occurrence of any breach of the terms of this Agreement by
another party or any default by another party in respect of the transactions contemplated hereunder, shall be paid on demand by
the party which breached the Agreement and/or defaulted, as the case may be. The Company shall pay all stamp and other taxes and
duties levied in connection with the issuance of any Securities. The Company has paid fifteen thousand dollars ($15,000) for the
preparation of the Equity Line Transaction Documents. If the Company is not DWAC eligible at the time of a Put Closing, there will
be a $2,000 charge on each Closing Date to cover costs associated with, but not limited to: deposit costs, legal review fees and
wire fees. If the Company is DWAC eligible at the time of a Put Closing, there will be a $250 charge on each Closing Date.


 


SECTION 12.       COUNTERPARTS. This Agreement
may be executed in two or more identical counterparts, all of which shall be considered one and the same agreement and shall become
effective when counterparts have been signed by each party and delivered to the other party; provided that a facsimile signature
shall be considered due execution and shall be binding upon the signatory thereto with the same force and effect as if the signature
were an original signature.


 


SECTION 13.       HEADINGS; SINGULAR/PLURAL.
The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this
Agreement. Whenever required by the context of this Agreement, the singular shall include the plural and masculine shall include
the feminine.


 


SECTION 14.       SEVERABILITY. If any provision
of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the
validity or enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability of any provision
of this Agreement in any other jurisdiction.


 


SECTION 15.       ENTIRE AGREEMENT; AMENDMENTS.
This Agreement is the FINAL AGREEMENT between the Company and the Investor with respect to the terms and conditions set forth herein,
and, the terms of this Agreement may not be contradicted by evidence of prior, contemporaneous, or subsequent oral agreements of
the Parties. No provision of this Agreement may be amended other than by an instrument in writing signed by the Company and the
Investor, and no provision hereof may be waived other than by an instrument in writing signed by the party against whom enforcement
is sought. The execution and delivery of the Equity Line Transaction Documents shall not alter the force and effect of any other
agreements between the Parties, and the obligations under those agreements.


 


SECTION 16.       NOTICES. Any notices or other
communications required or permitted to be given under the terms of this Agreement must be in writing and will be deemed to have
been delivered (A) upon receipt, when delivered personally; (B) upon receipt, when sent by facsimile or email with the signed document
attached in PDF format (provided confirmation of transmission is mechanically or electronically generated and kept on file by the
sending party); or (C) one (1) day after deposit with a nationally recognized overnight delivery service, in each case properly
addressed to the party to receive the same. The addresses and facsimile numbers for such communications shall be:


 


 




    	22



    	 



    

If to the Company:


 


VG LIFE SCIENCES INC.


121 Gray Avenue, Suite 200


 


Santa Barbara, CA 93101


 


Telephone: (805) 679-7593


 


 


If to the Investor:


 


Dutchess Opportunity Fund, II, LP


50 Commonwealth Avenue, Suite 2


Boston, MA 02116


Telephone: (617) 301-4700


 


 


Each party shall provide five (5) days
prior written notice to the other party of any change in address or facsimile number.


 


SECTION 17.       NO ASSIGNMENT. This Agreement
and any rights, agreements or obligations hereunder may not be assigned, by operation of law, merger or otherwise, and any purported
assignment by a party without prior written consent of the other party will be null and void and not binding on such other party.
Subject to the preceding sentence, all of the terms, agreements, covenants, representations, warranties and conditions of this
Agreement are binding upon, and inure to the benefit of and are enforceable by, the parties and their respective successors and
assigns.


 


SECTION 18.       NO THIRD PARTY BENEFICIARIES.
This Agreement is intended for the benefit of the parties hereto and is not for the benefit of, nor may any provision hereof be
enforced by, any other person, except that the Company acknowledges that the rights of the Investor may be enforced by its general
partner.


 


SECTION 19.       SURVIVAL. The indemnification
provisions set forth in Section 11, shall survive each of the Closings and the termination of this Agreement.


 


SECTION 20.       PUBLICITY. The Company and
the Investor shall consult with each other in issuing any press releases or otherwise making public statements with respect to
the transactions contemplated hereby and no party shall issue any such press release or otherwise make any such public statement
without the prior consent of the other party, which consent shall not be unreasonably withheld or delayed, except that no prior
consent shall be required if such disclosure is required by law, in which such case the disclosing party shall provide the other
party with prior notice of such public statement. The Investor acknowledges that this Agreement and all or part of the Equity Line
Transaction Documents may be deemed to be “material contracts” as that term is defined by Item 601(b)(10) of Regulation
S-B, and that the Company may therefore be required to file such documents as exhibits to reports or registration statements filed
under the 1933 Act or the 1934 Act. The Investor further agrees that the status of such documents and materials as material contracts
shall be determined solely by the Company, in consultation with its counsel.


 




    	23



    	 



    

 


SECTION 21.     FURTHER ASSURANCES. Each party
shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such
other agreements, certificates, instruments and documents, as the other party may reasonably request in order to carry out the
intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.


 


SECTION 22.     NO STRICT CONSTRUCTION. The
language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no
rules of strict construction will be applied against any party, as the parties mutually agree that each has had a full and fair
opportunity to review this Agreement and seek the advice of counsel on it.


 


SECTION 23.     REMEDIES. The Investor shall
have all rights and remedies set forth in this Agreement and the Registration Rights Agreement and all rights and remedies which
such holders have been granted at any time under any other agreement or contract and all of the rights which the Investor has by
law. Any person having any rights under any provision of this Agreement shall be entitled to enforce such rights specifically (without
posting a bond or other security), to recover damages by reason of any default or breach of any provision of this Agreement, including
the recovery of reasonable attorneys fees and costs, and to exercise all other rights granted by law.


 


SECTION 24.    PAYMENT SET ASIDE. To the extent
that the Company makes a payment or payments to the Investor hereunder or under the Registration Rights Agreement or the Investor
enforces or exercises its rights hereunder or thereunder, and such payment or payments or the proceeds of such enforcement or exercise
or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside, recovered from, disgorged
by or are required to be refunded, repaid or otherwise restored to the Company, a trustee, receiver or any other person under any
law (including, without limitation, any bankruptcy law, state or federal law, common law or equitable cause of action), then to
the extent of any such restorat ion the obligation or part thereof originally intended to be satisfied shall be revived and continued
in full force and effect as if such payment had not been made or such enforcement or setoff had not occurred.


 


SECTION 25.     PRICING OF COMMON STOCK. For
purposes of this Agreement, the VWAP of the Common Stock shall be as reported on a direct feed service.


 


SECTION 26.     NON-DISCLOSURE OF NON-PUBLIC
INFORMATION.


 


(A)        The Company shall
not disclose non-public information concerning the Company to the Investor, its advisors, or its representatives.


 


 


 




    	24



    	 



    

(B)       Nothing herein
shall require the Company to disclose non-public information to the Investor or its advisors or representatives, provided, however,
that notwithstanding anything herein to the contrary, the Company will, as hereinabove provided, immediately notify the advisors
and representatives of the Investor and, if any, underwriters, of any event or the existence of any circumstance (without any obligation
to disclose the specific event or circumstance) of which it becomes aware, constituting non-public information (whether or not
requested of the Company specifically or generally during the course of due diligence by such persons or entities), which, if not
disclosed in the prospectus included in the Registration Statement would cause such prospectus to include a material misstatement
or to omit a material fact required to be stated therein in order to make the statements, therein, in light of the circumstances
in which they were made, not misleading. Nothing contained in this Section 29 shall be construed to mean that such persons or entities
other than the Investor (without the written consent of the Investor prior to disclosure of such information) may not obtain non-public
information in the course of conducting due diligence in accordance with the terms of this Agreement and nothing herein shall prevent
any such persons or entities from notifying the Company of their opinion that based on such due diligence by such persons or entities,
that the Registration Statement contains an untrue statement of material fact or omits a material fact required to be stated in
the Registration Statement or necessary to make the statements contained therein, in light of the circumstances in which they were
made, not misleading.


 


SECTION 27.     ACKNOWLEDGEMENTS OF THE PARTIES.
Notwithstanding anything in this Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (A)
the Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than
the Investor will not sell short any of the Company's common stock at any time during a Pricing Period; (B) the Company shall,
by 8:30 a.m. Boston Time on the fourth Trading Day following the date hereof, file a current report on Form 8 -K disclosing the
material terms of the transactions contemplated hereby and in the other Equity Line Transaction Documents; (C) the Company has
not and shall not provide material non - public information to the Investor unless prior thereto the Investor shall have executed
a written agreement regarding the confidentiality and use of such information; and (D) the Company understands and confirms that
the Investor will be relying on the acknowledgements set forth in clauses (A) through (C) above if the Investor effects any transactions
in the securities of the Company.


 


[Signature Page Follows]


 


 


 


 


 




    	25



    	 



    

 


SIGNATURE PAGE OF INVESTMENT AGREEMENT


 


Your signature on
this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration
Rights Agreement as of the date first written above.


 


The undersigned signatory
hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in
this Investment Agreement are true and accurate, and agrees to be bound by its terms.


 


DUTCHESS OPPORTUNITY FUND, II, L.P.


 


 


 


By: /s/ Douglas H. Leighton                            


Douglas H. Leighton


Managing Member of:


Dutchess Capital Management, II, LLC


General Partner to:


Dutchess Opportunity Fund, II, LP


 


 


 


 


VG LIFE SCIENCES INC.


 


 


 


By: /s/ John P. Tynan                                      


John P. Tynan


President and Chief Executive Officer


 


 


 


 


 


 


 


 


 


 


 




    	26



    	 



    

 


LIST OF EXHIBITS 


 


	EXHIBIT A	Registration Rights Agreement 
	EXHIBIT B	Opinion of Company's Counsel 
	EXHIBIT C	Put Notice
	EXHIBIT D	Put Settlement Sheet


 


 


 




    	27



    	 



    

 


EXHIBIT A


 


REGISTRATION RIGHTS
AGREEMENT


 


(Attached)


 


 


 


 


 


 


 


 


 


 


 


 





 


 




    	28



    	 



    

 


EXHIBIT B


 


OPINION OF COMPANY’S COUNSEL


 


(Attached)


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 




    	29



    	 



    

 


EXHIBIT C


 


FORM OF PUT NOTICE


 


Date:                                 


 


RE: Put Notice Number            


 


Dear Mr. Leighton:


 


This is to
inform you that as of today, VG LIFE SCIENCES, INC. a Delaware corporation (the "Company"),
hereby elects to exercise its right pursuant to the Investment Agreement entered into with Dutchess Opportunity Fund II, LP (“Dutchess”)
to require Dutchess to purchase shares of its common stock. The Company hereby certifies that:


 


1.  The undersigned is the duly elected
                         
of the Company.


 


2.  There are no fundamental changes to
the information set forth in the Registration Statement which would require the Company to file a post effective amendment to the
Registration Statement.


 


3.  The Company has performed in all material
respects all covenants and agreements to be performed by the Company and has complied in all material respects with all obligations
and conditions contained in this Agreement on or prior to the Put Notice Date, and shall continue to perform in all material respects
all covenants and agreements to be performed by the Company through the applicable Put Date. All conditions to the delivery of
this Put Notice are satisfied as of the date hereof.


 


4.  The undersigned hereby represents, warrants
and covenants that it has made all filings (“SEC Filings”) required to be made by it pursuant to applicable
securities laws (including, without limitation, all filings required under the Securities Exchange Act of 1934, which include Forms
10-Q, 10-K, 8-K, etc.). All SEC Filings and other public disclosures made by the Company, including, without limitation, all press
releases, analysts meetings and calls, etc. (collectively, the “Public Disclosures”), have been reviewed and
approved for release by the Company’s attorneys and, if containing financial information, the Company’s independent
certified public accountants. None of the Company’s Public Disclosures contain any untrue statement of a material fact or
omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading.


 


5.  The amount of this put is
up to                          shares.


 


6.  The Pricing Period runs
from                          until
                       . 


 


7.  The Suspension Price is
$                       .


 


8.  The current number of shares
issued and outstanding as of the Company are:                         


 


9. The number of shares currently available
for resale pursuant to the Registration Statement on Form S-1 for the Equity Line are:                          .


 


[Company Name] 


	 	By:	 	 
	 	Name:	 	 
	 	Title:	 	 



 


 






    	30



    	 



    

 


EXHIBIT D


 


FORM OF PUT SETTLEMENT SHEET


 


Date:                             


 


RE: VG LIFE SCIENCES, INC.


 


Dear                             :


 


Pursuant to the Put given by VG LIFE SCIENCES,
INC. to Dutchess Opportunity Fund, II, LP on                                  20__,
we are now submitting the amount of common shares for you to issue to Dutchess.


 


Please deliver                             shares to Dutchess Opportunity Fund, II, LP immediately and send via DWAC to the following account:


 


XXXXXX


 


Once these shares are received by us, we will have the funds
wired to the Company.


 


Regards,


 


 


 


Douglas H. Leighton


 


 



    	31



    	 



    




 


	DATE
    	 	PRICE
    
	Date of Day 1	 	VWAP of Day 1
	Date of Day 2	 	VWAP of Day 2
	Date of Day 3	 	VWAP of Day 3
	Date of Day 4	 	VWAP of Day 4
	Date of Day 5	 	VWAP of Day 5


 


 





 


	LOWEST VWAP IN PRICING PERIOD	 	 
	 	 	 
	PUT AMOUNT	 	 
	 	 	 
	PURCHASE PRICE (NINETY-FOUR PERCENT (94%))	 	 
	 	 	 
	AMOUNT OF SHARES DUE	 	 


 


 


The undersigned has completed this Put as of this         th
day of                   , 20       .


 


	 	VG LIFE SCIENCES, INC.	 
	 	 	 	 
	 	By:	 	 
	 	Name:	 	 
	 	Title: 	 	 


 


 


 


  



    	32



    	 



    






REGISTRATION RIGHTS AGREEMENT


 


Registration Rights
Agreement (the “Agreement”), dated as of March 28, 2014, by and between VG Life Sciences Inc., a corporation
organized under the laws of Delaware, USA (the “Company”), and Dutchess Opportunity Fund, II, LP, a Delaware
Limited Partnership (the “Investor”).


 


Whereas, in
connection with the Investment Agreement by and between the Company and the Investor of this date (the “Investment Agreement”),
the Company has agreed to reserve and sell to the Investor up to 10,000,000 shares of the Company’s Common Stock, $.0001
par value per share (the “Common Stock”), to be purchased pursuant to the terms and subject to the conditions
set forth in the Investment Agreement; and


 


Whereas, to
induce the Investor to execute and deliver the Investment Agreement, the Company has agreed to provide certain registration rights
under the Securities Act of 1933, as amended, and the rules and regulations thereunder, or any similar successor statute (collectively,
the “1933 Act”), and applicable state securities laws, with respect to the shares of Common Stock issuable pursuant
to the Investment Agreement.


 


Now therefore, in
consideration of the foregoing promises and the mutual covenants contained hereinafter and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the Company and the Investor hereby agree as follows:


 


 


Section 1.                DEFINITIONS.


 


As used in this Agreement, the following terms shall have the
following meanings:


 


“Execution Date” means the date of this Agreement
set forth above.


 


“Person”
means a corporation, a limited liability company, an association, a partnership, an organization, a business, an individual, a
governmental or political subdivision thereof or a governmental agency.


 


“Principal
Market” shall mean Nasdaq Capital Market, the NYSE Amex, the New York Stock Exchange, the Nasdaq Global Market, the Nasdaq
Global Select Market or the OTC Bulletin Board, whichever is the principal market on which the Common Stock of the Company is listed.


 


“Register,”
“Registered,” and “Registration” refer to the Registration effected by preparing and filing
one (1) or more Registration Statements in compliance with the 1933 Act and pursuant to Rule 415 under the 1933 Act or any successor
rule providing for offering securities on a continuous basis (“Rule 415”), and the declaration or ordering of
effectiveness of such Registration Statement(s) by the United States Securities and Exchange Commission (the “SEC”).


 


“Registrable
Securities” means (i) the shares of Common Stock issued or issuable pursuant to the Investment Agreement, (ii) the Fee
Shares and (iii) any shares of capital stock issued or issuable with respect to such shares of Common Stock, if any, as a result
of any stock split, stock dividend, recapitalization, exchange or similar event or otherwise, which have not been (x) included
in the Registration Statement that has been declared effective by the SEC, or (y) sold under circumstances meeting all of the applicable
conditions of Rule 144 (or any similar provision then in force) under the 1933 Act.


 


 


 




    	33



    	 



    

 


“Registration Statement”
means the registration statement or statements of the Company filed under the 1933 Act covering the Registrable Securities.


 


All capitalized terms
used in this Agreement and not otherwise defined herein shall have the same meaning ascribed to them as in the Investment Agreement.


 


Section 2.          REGISTRATION.


 


(a)         Subject
to Section 3(g), the Company shall, within three (3) months after the date of this Agreement, file with the SEC the Registration
Statement or Registration Statements (as is necessary) on Form S-1 (or, if such form is unavailable for such a registration, on
such other form as is available for such registration), covering the resale of all of the Registrable Securities, which Registration
Statement(s) shall state that, in accordance with Rule 416 promulgated under the 1933 Act, such Registration Statement also covers
such indeterminate number of additional shares of Common Stock as may become issuable upon stock splits, stock dividends or similar
transactions. The Company will initially register for resale up to 10,000,000 shares of Common Stock, except to the extent that
the SEC requires the share amount to be reduced as a condition of effectiveness.


 


(b)         The
Company agrees not to include any other securities in the Registration Statement covering the Registrable Securities without the
Investor’s prior written consent which the Investor may withhold in its sole discretion. Furthermore, the Company agrees
that it will not file any other Registration Statement for other securities, until thirty calendar days after the Registration
Statement for the Registrable Securities is declared effective by the SEC.


 


Section 3.          RELATED OBLIGATIONS.


 


At such time as the
Company is obligated to prepare and file the Registration Statement with the SEC pursuant to Section 2(a), the Company shall
have the following obligations with respect to the Registration Statement:


 


(a)         The
Company shall use all commercially reasonable efforts to cause such Registration Statement relating to the Registrable Securities
to become effective within ninety (90) days after the date that the Registration Statement is filed and shall keep such Registration
Statement effective until the earlier to occur of the date on which (A) the Investor shall have sold all the Registrable Securities;
or (B) the Company has no right to sell any additional shares of Common Stock under the Investment Agreement (the “Registration
Period”). The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein)
shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary
to make the statements therein, in light of the circumstances in which they were made, not misleading. The Company shall use all
commercially reasonable efforts to respond to all SEC comments within ten (10) business days from receipt of such comments by the
Company. The Company shall use all commercially reasonable efforts to cause the Registration Statement relating to the Registrable
Securities to become effective no later than five (5) business days after notice from the SEC that the Registration Statement may
be declared effective. The Investor agrees to provide all information which it is required by law to provide to the Company, including
the intended method of disposition of the Registrable Securities, and the Company’s obligations set forth above shall be
conditioned on the receipt of such information.


 




    	34



    	 



    

 


(b)         The Company shall prepare and file with the SEC such amendments (including
post-effective amendments) and supplements to the Registration Statement and the prospectus used in connection with such Registration
Statement, which prospectus is to be filed pursuant to Rule 424 promulgated under the 1933 Act, as may be necessary to keep such
Registration Statement effective during the Registration Period, and, during such period, comply with the provisions of the 1933
Act with respect to the disposition of all Registrable Securities of the Company covered by such Registration Statement until such
time as all of su ch Registrable Securities shall have been disposed of in accordance with the intended methods of disposition
by the Investor thereof as set forth in such Registration Statement. In the event the number of shares of Common Stock covered
by the Registration Statement filed pursuant to this Agreement is at any time insufficient to cover all of the Registrable Securities,
the Company shall amend such Registration Statement, or file a new Registration Statement (on the short form available therefor,
if applicable), or both, so as to cover all of the Registrable Securities, in each case, as soon as practicable, but in any event
within fifty (50) calendar days after the necessity therefor arises (based on the then Purchase Price of the Common Stock and other
relevant factors on which the Company reasonably elects to rely), assuming the Company has sufficient authorized shares at that
time, and if it does not, within fifty (50) calendar days after such shares are authorized. The Company shall use commercially
reasonable efforts to cause such amendment and/or new Registration Statement to become effective as soon as practicable following
the filing thereof.


 


(c)         The
Company shall make available to the Investor whose Registrable Securities are included in any Registration Statement and its legal
counsel without charge (i) if requested by the Investor, promptly after the same is prepared and filed with the SEC at least one
(1) copy of such Registration Statement and any amendment(s) thereto, including financial statements and schedules, all documents
incorporated therein by reference and all exhibits, the prospectus included in such Registration Statement (including each preliminary
prospectus) and, with regards to such Registration Statement(s), any correspondence by or on behalf of the Company to the SEC or
the staff of the SEC and any correspondence from the SEC or the staff of the SEC to the Company or its representatives; and (ii)
upon the effectiveness of any Registration Statement, the Company shall make available copies of the prospectus, via EDGAR, included
in such Registration Statement and all amendments and supplements thereto.


 


(d)         The
Company shall use commercially reasonable efforts to (i) register and qualify the Registrable Securities covered by the Registration
Statement under such other securities or “blue sky” laws of such states in the United States as the Investor reasonably
requests; (ii) prepare and file in those jurisdictions, such amendments (including post-effective amendments) and supplements
to such registrations and qualifications as may be necessary to maintain the effectiveness thereof during the Registration Period;
(iii) take such other actions as may be necessary to maintain such registrations and qualifications in effect at all times during
the Registration Period, and (iv) take all other actions reasonably necessary or advisable to qualify the Registrable Securities
for sale in such jurisdictions; provided, however, that the Company shall not be required in connection therewith or as a condition
thereto to (x) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section
3(d), or (y) subject itself to general taxation in any such jurisdiction. The Company shall promptly notify the Investor who
holds Registrable Securities of the receipt by the Company of any notification with respect to the suspension of the registration
or qualification of any of the Registrable Securities for sale under the securities or “blue sky” laws of any jurisdiction
in the United States or its receipt of actual notice of the initiation or threatening of any proceeding for such purpose.


 




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(e)        As
promptly as practicable after becoming aware of such event, the Company shall notify the Investor in writing of the happening
of any event as a result of which the prospectus included in the Registration Statement, as then in effect, includes an untrue
statement of a material fact or omission to state a material fact required to be stated therein or necessary to make the statements
therein, in light of the circumstances under which they we re made, not misleading (“Registration Default”)
and use all diligent efforts to promptly prepare a supplement or amendment to such Registration Statement and take any other necessary
steps to cure the Registration Default (which, if such Registration Statement is on Form S-3, may consist of a document to be
filed by the Company with the SEC pursuant to Section 13(a),


13(c), 14 or 15(d) of the 1934 Act (as
defined below) and to be incorporated by reference in the prospectus) to correct such untrue statement or omission, and make available
copies of such supplement or amendment to the Investor. The Company shall also promptly notify the Investor (i) when a prospectus
or any prospectus supplement or post-effective amendment has been filed, and when the Registration Statement or any post-effective
amendment has become effective; (ii) of any request by the SEC for amendments or supplements to the Registration Statement or related
prospectus or related information, (iii) of the Company’s reasonable determination that a post-effective amendment to the
Registration Statement would be appropriate, (iv) in the event the Registration Statement is no longer effective, or (v) if the
Registration Statement is stale as a result of the Company’s failure to timely file its fi nancials or otherwise. If a Registration
Default occurs during the period commencing on the Put Notice Date and ending on the Closing Date, the Company acknowledges that
its failure to cure such a Registration Default within ten (10) business days will cause the Investor to suffer damages in an amount
that will be difficult to ascertain.


 


(f)         The Company shall use all commercially reasonable efforts to prevent the issuance of any stop order or other suspension of
effectiveness of the Registration Statement, or the suspension of the qualification of any of the Registrable Securities for sale
in any jurisdiction and, if such an order or suspension is issued, to obtain the withdrawal of such order or suspension at the
earliest possible moment and to notify the Investor holding Registrable Securities being sold of the issuance of such order and
the resolution thereof or its receipt of actual notice of the initiation or threat of any proceeding concerning the effectiveness
of the Registration Statement.


 


(g)        The Company
shall permit the Investor and one (1) legal counsel, designated by the Investor, to review and comment upon the Registration Statement
and all amendments and supplements thereto at least one (1) calendar day prior to their filing with the SEC. However, any postponement
of a filing of a Registration Statement or any postponement of a request for acceleration or any postponement of the effective
date or effectiveness of a Registration Statement by written request of the Investor (collectively, the "Investor's Delay")
shall not act to trigger any penalty of any kind, or any cash amount due or any in -kind amount due the Investor from the Company
under any and all agreements of any nature or kind between the Company and the Investor. The event(s) of an Investor's Delay shall
act to suspend all obligations of any kind or nature of the Company under any and all agreements of any nature or kind between
the Company and the Investor.


 







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(h)        The
Company shall hold in confidence and not make any disclosure of information concerning the Investor unless (i) disclosure of such
information is necessary to comply with federal or state securities laws, (ii) the disclosure of such information is necessary
to avoid or correct a misstatement or omission in any Registration Statement, (iii) the release of such information is ordered
pursuant to a subpoena or other final, non -appealable order from a court or governmental body of competent jurisdiction, (iv)
such information has been made generally available to the public other than by disclosure in violation of this Agreement or any
other agreement, or (v) the Investor has consented to such disclosure. The Company agrees that it shall, upon learning that disclosure
of such information concerning the Investor is sought in or by a court or governmental body of competent jurisdiction or through
other means, give prompt written notice to the Investor and allow the Investor, at the Investor’s expense, to undertake
appropriate action to prevent disclosure of, or to obtain a protective orde r covering such information.


 


(i)         The
Company shall use all commercially reasonable efforts to maintain designation and quotation of all the Registrable Securities
covered by any Registration Statement on the Principal Market. The Company shall pay all fees and expenses in connection with
satisfying its obligation under this Section 3(i).


 


(j)         The
Company shall provide a transfer agent for all the Registrable Securities not later than the effective date of the first Registration
Statement filed pursuant hereto.


 


(k)        If requested by the Investor, the Company shall (i) as soon as reasonably practical incorporate in a prospectus supplement
or post-effective amendment such information as the Investor reasonably determines should be included therein relating to the sale
and distribution of Registrable Securities, including, without limitation, information with respect to the offering of the Registrable
Securities to be sold in such offering; (ii) make all required filings of such prospectus supplement or post-effective amendment
as soon as reasonably possible after being notified of the matters to be incorporated in such prospectus supplement or post -effective
amendment; and (iii) supplement or make amendments to any Registration Statement if reasonably requested by the Investor.


 


(l)         The
Company shall use all commercially reasonable efforts to cause the Registrable Securities covered by the applicable Registration
Statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to facilitate
the disposition of such Registrable Securities.


 


(m)         
The Company shall otherwise use all commercially reasonable efforts to comply with all applicable rules and regulations of
the SEC in connection with any registration hereunder.


 


(n)        Within
one (1) business day after the Registration Statement which includes Registrable Securities is declared effective by the SEC, the
Company shall deliver to th e transfer agent for such Registrable Securities, with copies to the Investor, a written notification
that such Registration Statement has been declared effective by the SEC.


 




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Section
4.           OBLIGATIONS OF THE INVESTOR.


 


(a)        At least five (5) calendar days prior to the first anticipated filing date of the Registration Statement the Company shall
notify the Investor in writing of the information the Company requires from the Investor for the Registration Statement. It shall
be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect
to the Registrable Securities and the Investor agrees to furnish to the Company that information regarding itself, the Registrable
Securities and the intended method of disposition of the Registrable Securities as shall reasonably be required to effect the registration
of the resale of such Registrable Securities and the Investor shall execute such documents in connection with such registration
as the Company may reasonably request. The Investor covenants and agrees that, in connection with any sale of Registrable Securities
by it pursuant to the Registration Statement, it shall comply with the “Plan of Distribution” section of the then current
prospectus relating to such Registration Statement.


 


(b)        The
Investor, by its acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably requested by the
Company in connection with the preparation and filing of any Registration Statement hereunder.


 


(c)         The Investor agrees that, upon receipt of written notice from the Company of the happening of any event of the kind described
in Section 3(f) or the first sentence of Section 3(e), the Investor will immediately discontinue disposition of Registrable
Securities pursuant to any Registration Statement(s) covering the resale of such Registrable Securities until the Investor’s
receipt of the copies of the supplemented or amended prospectus contemplated by Section 3(f) or the first sentence of Section
3(e).


 


Section 5.            EXPENSES
OF REGISTRATION.


 


All reasonable expenses,
other than underwriting discounts and commissions and other than as set forth in the Investment Agreement, incurred in connection
with registrations including comments, filings or qualifications pursuant to Section 2 and Section 3, including,
without limitation, all registration, listing and qualifications fees, printing and accounting fees, and fees and disbursements
of counsel for the Company shall be paid by the Company.


 




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Section 6.            INDEMNIFICATION.


 


In the event any
Registrable Securities are included in the Registration Statement under this Agreement:


 


(a)         To the fullest extent permitted by law, the Company, under this Agreement, will, and hereby does, indemnify, hold harmless
and defend the Investor, the directors, officers, partners, employees, counsel, agents, representatives of, and each Person, if
any, who controls, the Investor within the meaning of the 1933 Act or the Securities Exchange Act of 1934, as amended (the “1934
Act”) (each, an “Indemnified Person”), against any losses, claims, damages, liabilities, judgments,
fines, penalties, charges, costs, attorneys’ fees, amounts paid in settlement or expenses, joint or several (collectively,
“Claims”), incurred in investigating, preparing or defending any action, claim, suit, inquiry, proceeding, investigation
or appeal taken from the foregoing by or before any court or governmental, administrative or other regulatory agency, body or the
SEC, whether pending or threatened, whether or not an indemnified party is or may be a party thereto (“Indemnified Damages”),
to which any of them may become subject insofar as such Claims (or actions or proceedings, whether commenced or threatened, in
respect thereof) arise out of or are based upon: (i) any untrue statement or alleged untrue statement of a material fact in the
Registration Statement or any post-effective amendment thereto or in any filing made in connection with the qualification of the
offering under the securities or other “blue sky” laws of any jurisdiction in which the Investor has requested in writing
that the Company register or qualify the Shares (“Blue Sky Filing”), or the omission or alleged omission to
state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances
under which the statements therein were made, not misleading, (ii) any untrue statement or alleged untrue statement of a material
fact contained in the final prospectus for the offer of the Registrable Securities (as amended or supplemented, if the Company
files any amendment thereof or supplement thereto with the SEC) or the omission or alleged omission to state therein any material
fact necessary to make the statements made therein, in light of the circumstances under which the statements therein were made,
not misleading, or (iii) any violation or alleged violation by the Company of the 1933 Act, the 1934 Act, any other law, including,
without limitation, any state securities law, or any rule or regulation thereunder relating to the offer or sale of the Registrable
Securities pursuant to the Registration Statement (the matters in the foregoing clauses (i) through (iii) being, collectively,
“Violations”). Subject to the restrictions set forth in Section 6(c) the Company shall reimburse each
Indemnified Person, promptly as such expenses are incurred and are due and payable, for any reasonable legal fees or other reasonable
expenses incurred by them in conne ction with investigating or defending any such Claim. Notwithstanding anything to the contrary
contained herein, the indemnification agreement contained in this Section 6(a): (i) shall not apply to a Claim arising out
of or based upon a Violation which is due to the inclusion in the Registration Statement of the information furnished to the Company
by any Indemnified Person expressly for use in connection with the preparation of the Registration Statement or any such amendment
thereof or supplement thereto; (ii) shall not be available to the extent such Claim is based on (A) a failure of the Investor to
deliver or to cause to be delivered the prospectus made available by the Company; (B) the Indemnified Person’s use of an
incorrect prospectus despite being promptly advised in advance by the Company in writing not to use such incorrect prospectus;
(C) the manner of sale of the Registrable Securities by the Investor or of the Investor’s failure to register as a dealer
under applicable securities laws; (D) any omission of the Investor to notify the Company of any material fact that should be stated
in the Registration Statement or prospectus relating to the Investor or the manner of sale; and (E) any amounts paid in settlement
of any Claim if such settlement is effected without the prior written consent of the Company, which consent shall not be unreasonably
withheld. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Indemnified
Person and shall survive the resale of the Registrable Securities by the Investor pursuant to the Registration Statement; and (iii)
shall not be available to the extent the Claim arises out of the gross negligence or willful misconduct of the Indemnified Person.


 




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(b)         In connection with any Registration Statement in which the Investor is participating,
the Investor agrees to severally and jointly indemnify, hold harmless and defend, to the same extent and in the same manner as
is set forth in Section 6(a), the Company, each of its directors, officers, employees, counsel, agents and representatives
and each Person, if any, who controls the Company within the meaning of the 1933 Act or the 1934 Act (each, an “Indemnified
Party”), against any Claim or Indemnified Damages to which any of them may become subject, under the 1933 Act, the 1934
Act or otherwise, insofar as such Claim or Indemnified Damages arise out of or are based upon any Violation, in each case to the
extent, and only to the extent, that such Violation is due to (i) the inclusion in the Registration Statement of the written information
furnished to the Company by the Investor expressly for use in connection with such Registration Statement; (ii) a failure of the
Investor to deliver or to cause to be delivered the prospectus made available by the Company or the Investor’s use of an
incorrect prospectus despite being timely advised by the Company in writing not to use such incorrect prospectus; (iii) the Investor’s
failure to register as a dealer under applicable securities laws; (iv) the Investor’s gross negligence or willful misconduct;
or (v) any omission of the Investor to notify the Company of any material fact that should be stated in the Registration Statement
or prospectus relating to the Investor or the manner of sale; and, subject to Section 6(c), the Investor will reimburse
any legal or other expenses reasonably incurred by them in connection with investigating or defending any such Claim; provided,
however, that the indemnity agreement contained in this Section 6(b) and the agreement with respect to contribution contained
in Section 7 shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior
written consent of the Investor, which consent shall not be unreasonably withheld. Such indemnity shall remain in full force and
effect regardless of any investigation made by or on behalf of such Indemnified Party and shall survive the resale of the Registrable
Securities by the Investor pursuant to the Registration Statement.


 


(c)         Promptly after receipt by an Indemnified Person or Indemnified Party under
this Section 6 of notice of the commencement of any action or proceeding (including any governmental action or proceeding)
involving a Claim, such Indemnified Person or Indemnified Party shall, if a Claim in respect thereof is to be made against any
indemnifying party under this Section 6, deliver to the indemnifying party a written notice of the commencement thereof,
and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly
with any other indemnifying party similarly noticed, to assume control of the defense thereof with counsel mutually satisfactory
to the indemnifying party and the Indemnified Person or the Indemnified Party, as the case may be; provided, however, that an Indemnified
Person or Indemnified Party, as the case may be, shall have the right to retain its own counsel with the fees and expenses to be
paid by the indemnifying party, if, in the reasonable opinion of counsel retained by the Indemnified Person or Indemnified Party,
the representation by counsel of the Indemnified Person or Indemnified Party and the indemnifying party would be inappropriate
due to actual or potential differing interests between such Indemnified Person or Indemnified Party and any other party represented
by such counsel in such proceeding. The indemnifying party shall pay for only one (1) separate legal counsel for the Indemnified
Persons or the Indemnified Parties, as applicable, and such counsel shall be selected by the Investor, if the Investor is entitled
to indemnification hereunder, or the Company, if the Company is entitled to indemnification hereunder, as applicable. The Indemnified
Party or Indemnified Person shall cooperate fully with the indemnifying party in connection with any negotiation or defense of
any such action or Claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available
to the Indemn ified Party or Indemnified Person which relates to such action or Claim. The indemnifying party shall keep the Indemnified
Party or Indemnified Person fully apprised at all times as to the status of the defense or any settlement negotiations with respect
thereto. No indemnifying party shall be liable for any settlement of any action, claim or proceeding affected without its written
consent; provided, however, that the indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying
party shall, without the consent of the Indemnified Party or Indemnified Person, consent to entry of any judgment or enter into
any settlement or other compromise which does not include as an unconditional term thereof the giving by the claimant or plaintiff
to such Indemnified Party or Indemnified Person of a release from all liability in respect to such Claim. Following indemnification
as provided for hereunder, the indemnifying party shall be subrogated to all rights of the Indemnified Party or Indemnified Person
with respect to all third parties, firms or corporations relating to the matter for which indemnification has been made. The failure
to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action shall not relieve
such indemnifying party of any liability to the Indemnified Person or Indemnified Party under this Section 6, except to
the extent that the indemnifying party is prejudiced in its ability to defend such action.


 


(d)         The
indemnity agreements contained herein shall be in addition to (i) any cause of action or similar right of the Indemnified Party
or Indemnified Person against the indemnifying party or others, and (ii) any liabilities the indemnifying party may be subject
to pursuant to the law.


 


 




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Section 7.
         CONTRIBUTION.


 


To the extent any
indemnification by an indemnifying party is prohibited or limited by law, the indemnifying party agrees to make the maximum contribution
with respect to any amounts for which it would otherwise be liable under Section 6 to the fullest extent permitted by law;
provided, however, that: (i) no contribution shall be made under circumstances where the maker would not have been liable for indemnification
under the fault standards set forth in Section 6; (ii) no seller of Registrable Securities guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution from any seller of Registrab le Securities
who was not guilty of fraudulent misrepresentation; and (iii) contribution by any seller of Registrable Securities shall be limited
in amount to the net amount of proceeds received by such seller from the sale of such Registrable Securities.


 


Section 8.
         REPORTS UNDER THE 1934 ACT.


 


With a view to making
available to the Investor the benefits of Rule 144 promulgated under the 1933 Act or any other similar rule or regulation of the
SEC that may at any time permit the Investor to sell securities of the Company to the public without registration (“Rule
144”), provided that the Investor holds any Registrable Securities which are eligible for resale under Rule 144 and such
information is necessary in order for the Investor to sell such Securities pursuant to Rule 144, the Company agrees to:


 


(a)         make
and keep public information available, as those terms are understood and defined in Rule 144;


 


(b)         file
with the SEC in a timely manner all reports and other documents required of the Company under the 1933 Act and the 1934 Act so
long as the Company remains subject to such requirements (it being understood that nothing herein shall limit the Company’s
obligations under Section 5(c) of the Investment Agreement) and the filing of such reports and other documents is required for
the applicable provisions of Rule 144; and


 


(c)         furnish to the Investor, promptly upon request, (i) a written statement by the Company that it has complied with the reporting
requirements of Rule 144, the 1933 Act and the 1934 Act applicable to the Company, (ii) a copy of the most recent annual or quarterly
report of the Company and such other reports and documents so filed by the Company, and (iii) such other information as may be
reasonably requested to permit the Investor to sell such securities pursuant to Rule 144 without registration.


 


Section 9.          NO
ASSIGNMENT OF REGISTRATION RIGHTS.


 


This Agreement and
the rights, agreements or obligations hereunder may not be assigned, by operation of law, merger or otherwise, and without the
prior written consent of the other party hereto, and any purported assignment by a party without prior written consent of the other
party will be null and void and not binding on such other party. Subject to the preceding sentence, all of the terms, agreements,
covenants, representations, warranties and conditions of this Agreement are binding upon, and inure to the benefit of and are enforceable
by, the parties and their respective successors and assigns.


 


 




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Section 10.        AMENDMENT OF
REGISTRATION RIGHTS.


 


The provisions of this Agreement may be amended only with the
written consent of the Company and the Investor.


 


Section 11.        MISCELLANEOUS.


 


(a)        Any
notices or other communications required or permitted to be given under the terms of this Agreement must be in writing and will
be deemed to have been delivered (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by facsimile or email
with the signed document attached in PDF format (provided a confirmation of transmission is mechanically or electronically generated
and kept on file by the sending party); or (iii) one (1) day after deposit with a nationally recognized overnight delivery service,
in each case properly addressed to the party to receive the same. The addresses and facsimile numbers for such communications shall
be:


 


If to the Company:


 


 


VG LIFE SCIENCES, INC.


121 Gray Avenue, Suite 200


Santa Barbara, CA 93101


Telephone: (805) 679-7593


If to the Investor:


 


Dutchess Opportunity Fund, II, LP


50 Commonwealth Ave, Suite 2


Boston, MA 02116


Telephone: (617) 301-4700


 


Each party shall
provide five (5) business days prior notice to the other party of any change in address, phone number, facsimile number ore-mail
address.


 


(b)         Failure
of any party to exercise any right or remedy under this Agreement or otherwise, or delay by a party in exercising such right or
remedy, shall not operate as a waiver thereof.


 


(c)         This
Agreement and the Investment Agreement constitute the entire agreement among the parties hereto with respect to the subject matter
hereof and thereof. There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to
herein and therein.


 


(d)         This
Agreement and the Investment Agreement supersede all prior agreements and understandings among the parties hereto with respect
to the subject matter hereof and thereof.


 


 




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(e)         The
headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof. Whenever
required by the context of this Agreement, the singular shall include the plural and masculine shall include the feminine. This
Agreement shall not be construed as if it had been prepared by one of the parties, but rather as if all the parties had prepared
the same.


 


(f)         This
Agreement may be executed in two or more identical counterparts, each of which shall be deemed an original but all of which shall
constitute one and the same agreement. This Agreement, once executed by a party, may be delivered to the other party hereto by
facsimile transmission or by e-mail delivery of a PDF format of a copy of this Agreement bearing the signature of the party so
delivering this Agreement.


 


(g)         Each
party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver
all such other agreements, certifi cates, instruments and documents, as the other party may reasonably request in order to carry
out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.


 


(h)         In
case any provision of this Agreement is held by a court of competent jurisdiction to be excessive in scope or otherwise invalid
or unenforceable, such provision shall be adjusted rather than voided, if possible, so that it is enforceable to the maximum extent
possible, and the validity and enforceability of the remaining provisions of this Agreement will not in any way be affected or
impaired thereby.


 


Section 12.       GOVERNING LAW;
DISPUTES SUBMITTED TO ARBITRATION.


 


All disputes arising
under this agreement shall be governed by and interpreted in accordance with the laws of the Commonwealth of Massachusetts, without
regard to principles of conflict of laws. The parties to this agreement will submit all disputes arising under this agreement to
arbitration in Boston, Massachusetts before a single arbitrator of the American Arbitration Association (“AAA”).
The arbitrator shall be selected by application of the rules of the AAA, or by mutual agreement of the parties, except that such
arbitrator shall be an attorney admitted to practice law in the Commonwealth of Massachusetts. No party to this agreement will
challenge the jurisdiction or venue provisions as provided in this section. Nothing contained herein shall prevent the party from
obtaining an injunction.


 


*.*.*


 


 


 




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SIGNATURE PAGE OF REGISTRATION RIGHTS AGREEMENT


 


Your signature on
this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration
Rights Agreement as of the date first written above.


 


The undersigned signatory
hereby certifies that he has read and understands the Registration Rights Agreement, and the representations made by the undersigned
in this Registration Rights Agreement are true and accurate, and agrees to be bound by its terms.


 


DUTCHESS OPPORTUNITY
FUND, II, L.P.


 


 


 


By: /s/ Douglas H. Leighton                              


Douglas H. Leighton


Managing Member of:


Dutchess Capital Management, II, LLC


General Partner to:


Dutchess Opportunity Fund, II, LP


 


 


 


VG LIFE SCIENCES, INC.


 


 


 


By: /s/ John P. Tynan                                         


John P. Tynan


President and Chief Executive Officer


 


 


 


 


 


 


 


 


 


 


Signature Page to Registration Rights Agreement




 






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