Exhibit 10.133


 





CONVERTIBLE
PROMISSORY NOTE


 AND WARRANT PURCHASE AGREEMENT


 


THIS CONVERTIBLE PROMISSORY
NOTE AND WARRANT PURCHASE AGREEMENT is made as of August 27, 2014, by and among MedBridge Development, LLC ("MedBridge"
or the "Investor") and VG Life Sciences Inc. (the "Company" or "VGLS").


 


THE PARTIES HEREBY
AGREE AS FOLLOWS:


 


1. Purchase
and Sale of Notes.


 


1.1 Purchase
and Sale of Note. Subject to the terms and conditions of this Agreement and pursuant to promissory notes in the form attached
hereto as Exhibit A (each a ''Note" and, collectively, the ''Notes), the Investor agrees to purchase at the Closing and the
Company agrees to sell and issue to the Investor at the Closing and thereafter Notes in the principal amount of Fifty Thousand
Dollars ($50,000) at an amount equal to the face value of the Note(s) (the "Investment"). Investor will purchase an
initial Note in the minimum amount of Fifty Thousand ($50,000) in cash at the Closing. The Warrant (as defined in Section 1.2
below) includes a cashless exercise feature enabling conversion into unregistered shares ("Shares") of common stock
of VGLS based on the spread between the warrant exercise price and the then- trading value of the underlying VGLS Shares. The
Note is convertible into Shares at a conversion rate equal to the lowest consecutive three-day average closing price of the Shares
starting on July 28, 2014 and ending on August 26, 2014 (the "Period"), minus a ten percent (10%) discount (the "Price").
Investor may not convert for one year after the date of the investment. Then the Note will be convertible into Shares in four
equal tranches (25% each) on the quarter anniversary of the date of a given note commencing fifteen months and for each of the
three succeeding quarters. With respect to the Note: (a) it bears interest at the rate of eight percent (8%) per annum, (b) any
unconverted principal and interest remaining on the Note on August 26, 2016 shall be automatically converted into Shares on such
date, and (c) it will not be prepayable by VGLS. Notwithstanding the foregoing, the Investor may convert all or any portion of
the Notes, solely at the option of the Investor, except that the lock up restrictions remain in effect. The maturity date for
all notes shall be August 26, 2016.


 


1.2 Purchase
and Sale of Warrant. Subject to the terms and conditions of this Agreement, the Investor agrees to purchase and the Company
agrees to sell and issue to the Investor at the Closing, a warrant in the form attached hereto as Exhibit B (the "Warrant")
to purchase shares of the Company's Common Stock. In addition to the Notes, Investor will receive warrant coverage ("Warrants")
for four Shares for every one dollar ($1.00) of cash provided to the Company under Section 1.1 above, with each Warrant to be
exercisable by Investor at the Price, as stated in Section 1.1 above, multiplied by 7.5, which includes a cashless exercise feature.
The Warrants will be exercisable on any date after the four-year anniversary of the date of this Agreement and expire on the five-year
anniversary of the date of this Agreement.


 


 


 






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1.3 Closing.


 


(a) The purchase
and sale of the initial Note and Warrants shall take place upon execution of this Agreement, or at such other time and place as
the Company and the Investor may determine (the "Closing").


 


(b) At the Closing,
the Company shall deliver to the Investor a Note representing the principal amount as is prescribed in Section 1.1 above and the
Investor shall cause to be delivered to the Company a wire transfer to the Company's order in the aggregate amount of the principal
amount of the Investment as is prescribed in Section 1.1 above.


 


(c) Following
the Closing the Company shall deliver additional Notes and Warrants as the cash or Services described in Section 1.1 above are
provided to the Company.


 


1.4 Change
of Control. Notwithstanding anything to the contrary set forth in this Agreement, in the event of a "Change of Control"
of VGLS, Investor shall be entitled to receive (prior to the close of any such Change of Control) any remaining Notes and the
Shares to which Investor would have been entitled to under the Notes or the conversion thereof absent such Change of Control.
In addition to the foregoing, in the event of a Change of Control of VGLS, Investor shall be entitled to receive and exercise
(prior to the close of any such Change of Control) any and all corresponding Warrants to which it would have been entitled under
Sections 1.1 and 1.2 above during the full term of this Agreement absent such Change of Control, and the Shares exercisable under
the Warrants. For purposes of this Section 1.4 a "Change in Control" shall mean; (a) the closing of the sale, transfer
or other disposition of all or substantially all of the VGLS's assets, (b) the consummation of the merger or consolidation of
VGLS with or into another entity (except a merger or consolidation in which the holders of capital stock of VGLS immediately prior
to such merger or consolidation continue to hold at least fifty percent (50%) of the voting power of the capital stock of VGLS
or the surviving or acquiring entity), or any transaction or series of transactions to which VGLS is a party in which in excess
of fifty percent (50%) of VGLS's voting power is transferred, or (c) the exclusive license of all or substantially all of the
intellectual property of VGLS to a third party.


 


2. Representations,
Warranties, and Covenants of the Company. The Company hereby represents and warrants to the Investor that:


 


2.1 Organization.
Good Standing and Qualification. The Company is a corporation duly organized, validly existing and in good standing under
the laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as now conducted
and proposed to be conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction
in which the failure to so qualify would have a material adverse effect on its business or properties.


 


 


 






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2.2 Authorization.
All corporate actions on the part of the Company, its officers, directors and stockholders necessary for the authorization, execution
and delivery of this Agreement, the performance of all obligations of the Company hereunder and the authorization, issuance and
delivery of the Notes and the Warrants have been taken or will be taken prior to the Closing. This Agreement constitutes, and
the Notes and the Warrants when executed and delivered in accordance with their terms will constitute, valid and legally binding
obligations of the Company, enforceable in accordance with their respective terms except (i) as limited by applicable bankruptcy,
insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors' rights generally,
(ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies and
(iii) as limited by applicable usury laws.


 


2.3 Compliance
with Other Instruments. The Company is not in violation or default of any provisions of its Articles of Incorporation, as
amended (the "Articles"), or Bylaws (the "Bylaws"), or, except as set forth on Schedule I hereof, in any material
respect of any provision of a mortgage, indenture, agreement, instrument or contract to which it is a party or by which it is
bound or of any federal or state judgment order, writ or decree, or, to its knowledge, of any statute, rule or regulation applicable
to the Company. The execution, delivery and performance by the Company of this Agreement, and the consummation of the transactions
contemplated hereby, including the issuance and delivery of the Notes and the Warrants, will not result in any such violation
or be in material conflict with or constitute, with or without the passage of time or giving of notice, either a material default
under any such provision or an event that results in the creation of any material lien, charge or encumbrance upon any assets
of the Company or the suspension, revocation, impairment, forfeiture, or nonrenewal of any material permit, license, authorization,
or approval applicable to the Company, its business or operations, or any of its assets or properties.


 


2.4 Governmental
Consents. Based in part upon the representations and warranties of the Investor in Section 3, no consent, approval, order
or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental
authority on the part of the, Company is required in connection with the consummation of the transactions contemplated by this
Agreement, except such post-closing filings as may be required under applicable federal and state securities laws, which will
be timely filed within the applicable period therefor.


 


2.5 Sufficient
Authorized Shares. The number of authorized but unissued shares of the Company's Common Stock will be sufficient to permit
conversion of the Notes and the exercise of the Warrants. From the date hereof, the Company shall at all times maintain a sufficient
quantity of authorized but unissued shares of Common Stock sufficient to permit conversion of the Notes and the exercise of the
Warrants. In the event the Company, for any reason, no longer has a sufficient number of authorized but unissued shares to comply
with this Section 2.5, it shall use its best efforts to promptly authorize such shares. Upon the issuance of shares of Common
Stock pursuant to the conversion of the Notes and/or the exercise of the Warrants, such shares of Common Stock shall be duly and
validly issued, fully paid and nonassessable, and issued in compliance with all applicable securities laws, as then in effect,
of the United States and each of the states whose securities laws govern the issuance of the Notes and/or the Warrants pursuant
to this Agreement and shall not be issued in violation of any preemptive or similar right.


 


 






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2.6 No Brokers.
No broker or finder has acted directly or indirectly for the Company in connection with the transactions contemplated by this
Agreement, and no broker or finder is entitled to any brokerage, finder's or other fee or commission in respect thereof based
in any way on agreements, arrangements or understandings made by or on behalf of the Company and the Investor or the transactions
contemplated hereby.


 


2.7 Minute
Books. The Company has made available to the Investor (and will continue to make available up to the Closing) copies of the
minute books of the Company. The minute books contains records of all written actions and meetings of the Board of Directors and
there have been no written actions or meetings of the Board of Directors since the date of the last meeting in the minute books.


 


3. Representations
and Warranties of the Investor. The Investor represents and warrants severally and not jointly, with respect to the Investor,
that:


 


3.1 Authorization.
The Investor has full capacity, power and authority to enter into and perform this Agreement, and all actions necessary to authorize
the execution, delivery and performance of this Agreement have been taken prior to the Closing. This Agreement constitutes a valid
and legally binding obligation of the Investor, enforceable in accordance with its terms, except as the same may be limited by
bankruptcy, insolvency, moratorium, and other laws of general application affecting the enforcement of creditors' rights generally.


 


3.2 Receipt
of Information. The Investor believes it, he or she has received all the information necessary or appropriate for deciding
whether to acquire the Securities. The Investor further represents that the Investor has had an opportunity to ask questions and
receive answers from the Company regarding the terms and conditions of the offering of the Securities.


 


3.3 Investment
Experience. The Investor is an investor in securities of companies in the development stage and acknowledges that the Investor
is able to fend for itself, herself or himself, can bear the economic risk of its, his or her investment and has such knowledge
and experience in financial or business matters that the Investor is capable of evaluating the merits and risks of the investment
in the Securities. If other than an individual, the Investor also represents it has not been organized for the purpose of acquiring
the Securities. The Investor further represents that the information provided on Investor's counterpart signature page is true
and accurate.


 


3.4 Restricted
Securities. The Investor understands that the Securities are characterized as "restricted securities" under the
federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering
and that under such laws and applicable regulations such securities may be resold without registration under the Securities Act
of 1933, as amended (the "Securities Act") only in certain limited circumstances. In connection therewith, each lender
represents that it is familiar with Rule 144 under the Securities Act, as presently in effect, and understands the resale limitations
imposed thereby and by the Securities Act.


 


 






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3.5 Legends. To the extent applicable, each certificate or other document
evidencing any of the Securities shall be endorsed with the legend set forth below, and the Investor covenants that, except to
the extent such restrictions are waived by the Company, the Investor shall not transfer the Securities represented by any such
certificate without complying with the restrictions on transfer described in the legends endorsed on such certificate:


 


"THE SECURITIES REPRESENTED
HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED,
OR HYPOTHECATED ABSENT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR COMPLIANCE WITH RULE 144 PROMULGATED UNDER SUCH ACT,
OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS
NOT REQUIRED."


 


4. Conditions
of Investor's Obligations. The obligations of the Investor hereunder are subject to the fulfillment on or before the Closing
of each of the following conditions:


 


4.1 Representations
and Warranties. The representations and warranties of the Company contained in Section 2 shall be true on and as of the Closing
with the same effect as though such representations and warranties had been made on and as of the date of such Closing.


 


4.2 Performance.
The Company shall have performed and complied with all agreements, obligations and conditions contained in this Agreement that
are required to be performed or complied with by it on or before the Closing.


 


4.3 Board Actions.
The Company shall have delivered to the Investor resolutions duly adopted by the Company's Board of Directors and, to the extent
required by applicable law or by the Company's Articles of Incorporation, the Company's Shareholders, and certified by the Secretary
of the Company (i) approving and authorizing the Company's execution and delivery of this Agreement, the Notes and the Warrants,
and the Company's performance thereunder, and (ii) authorizing the reservation of a sufficient number of shares of the Company's
Common Stock to permit the conversion of the Notes and to permit the exercise of the Warrants.


 


5. Conditions of
the Company's Obligations. The obligations of the Company with respect to the Investor under this Agreement are subject to
the fulfillment on or before the Closing of each of the following conditions:


 


5.1 Representations
and Warranties. The representations and warranties of the Investor contained in Section 3 and on the Investor's signature
page shall be true on and as of the Closing with the same effect as though such representations and warranties had been made on
and as of the Closing.


 


 






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5.2 Delivery
of Principal. The Investor shall have delivered the principal amount of the Investor's Investment as is prescribed in Section
1.1.


 


6. Post-Closing
Covenant of Company. During such times as any Note is outstanding, the Company shall provide the Investor with a weekly update
of the Company's actual and forecasted cash position and of any reasonably significant development related to the Company or its
business. Such weekly updates shall be transmitted to the Investor via facsimile or via e-mail, at a facsimile number or e-mail
address provided by the Investor, no later than noon pacific time each Monday during which such obligation remains in effect.


 


7. Events of
Default.


 


Upon the occurrence
of any of the following specified events (each an "Event of Default"), unless such Event of Default shall have been
waived or cured prior to the exercise of the remedies set forth below:


 


7.1 Payments.
Any default by the Company in the payment when due of any principal and unpaid accrued interest under any Note if such default
is not cured by the Company within ten (10) days after the holder of such Note has given the Company written notice of such default;


 


7.2 Representations
and Warranties. Any representation or warranty made by the Company herein shall prove to have been incorrect in any material
respect on or as of the date made and remains unremedied for a period of thirty (30) days after any Investor provides the Company
with written notice of such breach;


 


7.3 Post Closing
Covenants. The failure of Company to satisfy any of the post-closing covenants set forth in Section 6 hereof within the time-periods
set forth therein.


 


7.4 Institution
of Bankruptcy Proceedings. The institution by the Company of proceedings to be adjudicated as bankrupt or insolvent, or the
consent by it to institution of bankruptcy or insolvency proceedings against it or the filing by it of a petition or answer or
consent seeking reorganization or release under the federal Bankruptcy Act, or any other applicable federal or state law, or the
consent by it to the filing of any such petition or the appointment of a receiver, liquidator, assignee, trustee, or other similar
official, of the Company, or of any substantial part of its property, or the making by it of an assignment for the benefit of
creditors, or the taking of corporate action by the Company in furtherance of any such action; or


 


 






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7.5 Continuation
of Bankruptcy Proceedings, If, within thirty (30) days after the commencement of an action against the Company (and service
of process in connection therewith on the Company) seeking any bankruptcy, insolvency, reorganization, liquidation, dissolution
or similar relief under any present or future statute, law or regulation, such action shall not have been resolved in favor of
the Company or all orders or proceedings thereunder affecting the operations or the business of the Company stayed, or if the
stay of any such order or proceeding shall thereafter be set aside, or if, within thirty (30) days after the appointment without
the consent or acquiescence of the Company of any trustee, receiver or liquidator of the Company or of all or any substantial
part of the properties of the Company, such appointment shall not have been vacated;


 


Then, and in any such
event, and at any time thereafter, if any events shall be continuing, the Investor shall have the option to declare the principal
amount of the Notes, and all accrued but unpaid interest thereon, to be immediately due and payable upon written notice to the
Company.


 


8. Miscellaneous.


 


8.1 Successors
and Assigns. No party may assign any of its rights or delegate any of its obligations under this Agreement without the prior
written consent of the other party. Any purported assignment of rights or delegation of obligations in violation of this Section
8.1 shall be void. This Agreement will apply to and be binding in all respects upon, and inure to the benefit of heirs, executors,
administrators, legal representatives, and permitted assigns of the parties.


 


8.2 Governing Law.
This Agreement shall be governed by and construed under the laws of the State of California, without giving effect to principles
of conflict of laws.


 


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


 


8.4 Titles and
Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing
or interpreting this Agreement.


 


8.5 Notices.
Unless otherwise provided, any notice required or permitted under this Agreement shall be given in writing and shall be deemed
effectively given upon personal delivery to the party to be notified or four (4) days after deposit with the United States Post
Office, by registered or certified mail, postage prepaid and addressed to the party to be notified at the address indicated for
such party on the signature page hereof, or at such other address as such party may designate by advance written notice to the
other parties.


 


 


 






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8.6 Finder's
Fee. Each party represents that it neither is nor will be obligated for any finders' fee or commission in connection with
this transaction.


 


8.7 Entire
Agreement. This Agreement and the other documents delivered pursuant hereto constitute the entire agreement among the parties
and no party shall be liable or bound to any other party in any manner by any warranties, representations, or covenants except
as specifically set forth herein or therein.


 


8.8 Amendment
and Waiver. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either
generally or in a particular instance and either retroactively or prospectively), with the written consent of the Company and
the Investor. This provision shall not affect the amendment and waiver provisions of the Note. Any waiver or amendment effected
in accordance with this section shall be binding upon each holder of any Securities purchased under this Agreement at the time
outstanding, each future holder of all such Securities, and the Company.


 


8.9 Severability.
If one or more provisions of this Agreement are held to be unenforceable under applicable law, such provision shall be excluded
from this Agreement and the balance of the Agreement shall be interpreted as if such provision were so excluded and shall be enforceable
in accordance with its terms.


 


8.10 Survival. The representations, warranties, covenants and agreements made herein shall
survive the Closing for a period of 12 months.


 


 


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


 


 


 






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IN WITNESS WHEREOF, the parties
have executed this Agreement as of the date first above written.


 


 


 


VG Life Sciences, Inc.


 


 


/s/ John P. Tynan                   


John P. Tynan (Aug 29, 2014)


By: John Tynan


Title: CEO


 


 


 


 


MedBridge Development, LLC


 


 


/s/ David W. Odell                       


David W. Odell (Aug
29, 2014)


By: David W. Odell


Title:
CEO


 


 


 






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EXHIBIT A CONVERTIBLE


PROMISSORY NOTE


SEE ATTACHED.


 


 


 






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EXHIBIT
B 


 


WARRANT TO
PURCHASE COMMON STOCK


 


SEE
ATTACHED.


 


 


 






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EXHIBIT A


 


VG
LIFE SCIENCES, INC.


CONVERTIBLE PROMISSORY NOTE


 


THIS
CONVERTIBLE PROMISSORY NOTE (''Note") is issued as of August 27, 2014 (the "Original Issue Date"), by VG Life Sciences,
Inc., a Delaware corporation (the "Company''), in an aggregate principal amount of $50,000.00.


 


Terms
not otherwise defined herein shall have the meanings given in Section 6 below.


 


FOR
VALUE RECEIVED, the Company promises to pay to MedBridge Development, LLC, or registered assigns (the "Holder''), the principal
sum of Fifty Thousand Dollars ($50,000.00), on or before August 26, 2016 (the "Maturity Date") and to pay interest to
the Holder on the principal sum, at the rate per annum of eight percent (8%). Interest shall accrue daily commencing on the Original
Issue Date until payment in full of the principal sum, together with all accrued and unpaid interest, has been made or duly provided
for. Interest shall be calculated on the basis of a 360-day year. Interest hereunder will be due and payable at the Maturity Date,
to the person in whose name this Note is registered on the records of the Company (the ''Note Register"). The principal of,
and interest on, this Note are payable in such coin or currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts, at the address of the Holder last appearing on the Note Register. A transfer of
the right to receive principal and interest under this Note shall be transferable only through an appropriate entry in the Note
Register as provided herein.


 


This
Note is subject to the following additional provisions:


 


Section
1.      Convertible Note and Warrant Purchase Agreement. This Note is one of the Notes issued
pursuant to that certain Convertible Note and Warrant Purchase Agreement (the "Agreement") between the Company and Holder
dated as of August 27, 2014. This Note is subject to, and qualified by, all the terms and conditions set forth in the Agreement.


 


Section
2.     Events of Default.


 





Section
2.1     Events of Default Defined; Acceleration of Maturity. If an Event of Default (as defined
in the Agreement) has occurred then upon the occurrence of any such Event of Default, the Holder may, by notice to the Company,
declare the unpaid principal amount of the Notes to be, and the same shall forthwith become, due and payable, without presentment,
demand, protest or other notice of any kind, all of which are hereby waived by the Company, together with the interest accrued
thereon and all other amounts payable by the Company hereunder and pursue all of Holder's rights and remedies hereunder and under
the other Loan Documents and all other remedies available to Holder under applicable law.


 


Section
3.      Optional Conversion.


 






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(a)
The outstanding principal and all accrued and unpaid interest of this Note shall be convertible, at the option of the Holder,
into shares of common stock of the Company ("Common Stock") at the Conversion Ratio, at the option of the Holder, in
four equal tranches (25% each) on the following dates: November 27, 2015, February 27, 2016, May 27, 2016, and August 27, 2016.
Any conversion under this Section 3(a) shall be of a minimum amount of US $5,000 of Notes. The Holder shall effect conversions
by surrendering the Notes (or such portions thereof) to be converted to the Company, together with the form of conversion notice
attached hereto as Exhibit A (the "Conversion Notice'') in the manner set forth in Section 3(h). Each Conversion
Notice shall specify the principal amount of Notes to be converted and the date on which such conversion is to be effected (the
"Conversion Date"). Subject to Section 3(b), each Conversion Notice, once given, shall be irrevocable.
If the Holder is converting less than all of the principal amount represented by the Note(s) tendered by the Holder with the Conversion
Notice, the Company shall promptly deliver to the Holder a new Note for such principal amount
as has not been converted.


 


(b)
Not later than fifteen (10) Business Days after the Conversion Date, the Company will deliver to the Holder (i) a certificate
or certificates containing the restrictive legends and trading restrictions required by law, if any, representing the number of
shares of Common Stock being acquired upon the conversion of Notes and (ii) Notes in principal amount equal to the principal amount
of Notes not converted; provided, however that the Company shall not be obligated to issue certificates evidencing the
shares of Common Stock issuable upon conversion of any Notes, until Notes are either delivered for conversion to the Company or
any transfer Holder for the Notes or Common Stock, or the Holder notifies the Company that such Notes have been lost, stolen or
destroyed and provides a lost instrument indemnity to the Company to indemnify the Company from any loss incurred by it in connection
therewith. If such certificate or certificates are not delivered by the date required under this Section 3(b), the Holder
shall be entitled by written notice to the Company at any time on or before its receipt of such certificate or certificates thereafter,
to rescind such conversion, in which event the Company shall immediately return the Notes
tendered for conversion.


 


(c)
(i) The conversion price ("Conversion Price'') for each Note in effect on any Conversion Date shall be 10% less than the
lowest 3 day average during the period beginning July 28, 2014 and ending August 26, 2014, subject to adjustment as otherwise
contemplated by this Section 3(c).


 


 






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(ii)
In case of any Acquisition (as defined below) of the Company, then Holder shall have the right thereafter to convert any principal
and interest remaining owing under this Note prior to the closing of any such Acquisition. At the election of Holder, Holder may
convert this Note into the shares of stock and other securities and property receivable upon or deemed to be held by holders of
Common Stock following such Acquisition, and the Holder shall be entitled upon such event to receive such amount of securities
or property as the shares of the Common Stock, into which the Note could have been converted immediately prior to such Acquisition,
would have been entitled. The terms of any such Acquisition shall include such terms so as to continue to give to the Holder the
right to receive the securities or property set forth in this Section 3(c) upon any conversion following such Acquisition.
This provision shall similarly apply to successive Acquisitions. "Acquisition" means (a) the closing of the sale, transfer
or other disposition of all or substantially all of the VGLS's assets, (b) the consummation of the merger or consolidation of
VGLS with or into another entity (except a merger or consolidation in which the holders of capital stock of VGLS immediately prior
to such merger or consolidation continue to hold at least fifty percent (50%) of the voting power of the capital stock of VGLS
or the surviving or acquiring entity), or any transaction or series of transactions to which VGLS is a party in which in excess
of fifty percent (50%) of VGLS's voting power is transferred, or (c) the exclusive license of all or substantially all of the
intellectual property of VGLS to a third party.


 


(iii)
The Conversion Price shall be subject to adjustment as follows:


 


(A)
In case the Company shall (i) pay a dividend in shares of its capital stock, (ii) subdivide its outstanding shares of Common Stock,
(iii) combine its outstanding shares of Common Stock into a smaller number of shares, or (iv) issue by reclassification of its
shares of Common Stock any shares of the Company, the Conversion Price in effect immediately prior thereto shall be adjusted so
that the Holder of this Note thereafter surrendered for conversion shall be entitled to receive the number of shares of Common
Stock which he would have owned or have been entitled to receive after the happening of any of the events described above, had
this Note been converted immediately prior to the happening of such event. Such adjustment shall be made whenever any of the events
listed above shall occur. An adjustment made pursuant to this subdivision (A) shall become effective retroactively immediately
after the record date in the case of a dividend and shall become effective immediately after the effective date in the case of
a subdivision, combination or reclassification.


 


(B) If, at any time while this Note is outstanding, the Company takes any voluntary
action or any event occurs as to which the foregoing subdivisions are not strictly applicable, but the failure to make an adjustment
in the Conversion Price hereunder would not fairly protect the rights, without dilution, represented by this Note, then the Conversion
Price in effect immediately prior thereto shall be adjusted so that the Holder of this Note shall be entitled to receive the number
of shares of Common Stock which he would have owned or been entitled to receive after the happening of any such action or event,
had this Note been converted immediately prior to the happening of any such action or event.


 


(d)
The Company covenants that it will at all times reserve and keep available out of its authorized and unissued Common Stock solely
for the purpose of issuance upon conversion of Notes as herein provided, free from preemptive rights or any other actual contingent
purchase rights of persons other than the holders of Notes, such number of shares of Common Stock as shall be issuable upon the
conversion of the aggregate principal amount of all outstanding Notes. The Company covenants that all shares of Common Stock that
shall be so issuable shall, upon issue, be duly and validly authorized, issued and fully paid and nonassessable.


 


(e)
Upon a conversion hereunder the Company shall not be required to issue stock certificates representing fractions of shares of
Common Stock, but may, if otherwise permitted, make a cash payment in respect of any final fraction of a share based on the Conversion
Price at such time.


 


 






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(f)
The issuance of certificates for shares of Common Stock on conversion of Notes shall be made without charge to the Holder for
any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificate, provided that
the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery
of any such certificate upon conversion in a name other than that of the Holder and the Company shall not be required to issue
or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Company
the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid.


 


(g)
Notes converted into Common Stock shall be canceled.


 


(h)
Each Conversion Notice shall be given by email or mail, postage prepaid, addressed to the Controller of the Company ofVG Life
Sciences, Inc. located 121 Gray Avenue, Suite 200, Santa Barbara, CA 93101. Any such notice shall be deemed given and effective
upon the earliest to occur of (i) receipt of such email at the email address specified in this Section 3(h), (ii) five
days after deposit in the United States mails or (iii) upon actual receipt by the party to whom such notice is required to be
given.


 


Section 4.     Mandatory Conversion.


 


(a)
In the event Holder has not elected to convert all of the principal and interest remaining owing under this Note on or prior to
two years after the date of this note, the then outstanding principal and accrued and unpaid interest amount of this Note shall,
without further action by the Holder or the Company, be automatically converted in whole into that number of shares of Common
Stock of the Company at the Conversion Ratio on the Maturity Date (the "Mandatory Conversion Date").


 


(b)
Not later than ten (10) Business Days after the Mandatory Conversion Date, the Company will deliver to the Holder a certificate
or certificates containing the restrictive legends and trading restrictions required by law, if any, representing the number of
shares of Common Stock being acquired upon the mandatory conversion of this Note; provided, however that the Company shall
not be obligated to issue certificates evidencing the equity securities issuable upon conversion of this Note, until the Note
is either delivered for conversion to the Company or any transfer Holder of the Note or Common Stock, or the Holder notifies the
Company that the Note have been lost, stolen or destroyed and provides a lost instrument indemnity or bond to the Company to indemnify
the Company from any loss incurred by it in connection therewith. The Company covenants and agrees that it shall comply with Sections
3(d) through (g). with respect to any mandatory conversion and such sections are incorporated by reference herein.


 


Section
5.      Payment of Principal and Redemption.


 


 






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(a)
In the event of an occurrence of an Event of Default, then the outstanding principal balance
of this Note shall be due and payable in full on the Maturity Date. Prior to the Mandatory Conversion Date this Note may not be
prepaid.


 


(b)
Nothing in this Section 5 shall impair the Holder's right to convert this Note pursuant to Section 3 prior to the Mandatory Conversion
Date.


 


Section
6.      Definitions. For the purposes hereof, the following terms shall have the following
meanings:


 


"Business
Day" shall mean any day, except a Saturday, Sunday or other day on which commercial banks in the State of California are
authorized or required by law to close.


 


"Conversion
Ratio" means, at any time, a fraction, of which the numerator is the outstanding principal amount represented by any Note
plus accrued but unpaid interest, and of which the denominator is the Conversion Price at such time.


 


"Original
Issue Date" means the date of the first issuance of this Note regardless of the number transfers hereof.


 


Section
7.      Stockholder Rights. This Note shall not entitle the Holder to any of the rights of
a stockholder of the Company, including without limitation, the right to vote, to receive dividends and other distributions, or
to receive any notice of, or to attend, meetings of stockholders or any other proceedings of the Company, unless and to the extent
converted into shares of Common Stock in accordance with the terms hereof.


 


Section
8.      Lost Note. If this Note shall be mutilated, lost, stolen or destroyed, the Company
shall execute and deliver, in exchange and substitution for and upon cancellation of a mutilated Note, or in lieu of or in substitution
for a lost, stolen or destroyed debenture, a new Note for the principal amount of this Note so mutilated, lost, stolen or destroyed
but only upon receipt of evidence of such loss, theft or destruction of such Note, and of the ownership hereof, and indemnity
or bond, if requested, all reasonably satisfactory to the Company.


 


Section
9.      Governing Law. This Note shall be governed by and construed in accordance with the
laws of the State of California, without giving effect to conflicts of laws thereof.


 


Section
10.     Notices. All notices or other communications hereunder shall be given, and shall
be deemed duly given and received, if given, in the manner set forth in Section 5(h).


 


Section
11.      Waiver. Any waiver by the Company or the Holder a breach of any provision of this
Note shall not operate as or be construed to be a waiver of any other breach of such provision or of any breach of any other provision
of this Note. The failure of the Company or the Holder to insist upon strict adherence to any term of this Note on one or more
occasions shall not be considered a waiver or deprive that party of the right thereafter to insist upon strict adherence to that
term or any other term of this Note. Any waiver must be in writing.


 


 






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Section
12.      Severability. If any provision of this Note is invalid, illegal or unenforceable,
the balance of this Note shall remain in effect, and if any provision is inapplicable to any person or circumstance, it shall
nevertheless remain applicable to all other persons and circumstances.


 


 


IN
WITNESS WHEREOF, the Company has caused this instrument to be duly executed by an officer thereunto duly authorized as of the
date first above indicated.


 


 


VG LIFE SCIENCES, INC.,


a
Delaware corporation


 


 


By:
   /s/ John P. Tynan                     


John
P Tynan (Aug 29, 2014)


Name:
John Tynan


Title: CEO


 


 


 






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EXHIBIT A


 


 


 


NOTICE OF CONVERSION


AT THE ELECTION OF
HOLDER


 


(To be Executed by the Registered Holder


in order to Convert the Note)


 


The undersigned
hereby irrevocably elects to convert the above Note into shares of Common Stock, no par value per share (the "Common Stock''),
of VG Life Sciences, Inc. (the "Company") according to the conditions hereof, as of the date written below. If shares
are to be issued in the name of a person other than undersigned, the undersigned will pay all transfer taxes payable with respect
thereto and is delivering herewith such certificates and opinions as reasonably requested by the Company in accordance therewith.
No fee will be charged to the Holder for any conversion, except for such transfer taxes, if any.


 


	Conversion calculations:	 	 
	 	 	Date to Effect Conversion
	 	 	 
	 	 	 
	 	 	Principal Amount of Notes to be Converted
	 	 	 
	 	 	 
	 	 	Applicable Conversion Price
	 	 	 
	 	 	 
	 	 	Signature
	 	 	 
	 	 	 
	 	 	Name:
	 	 	 
	 	 	 
	 	 	Address:


 


 


 


 


 






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Schedule of Cash Proceeds
from MedBridge Development, LLC


and Received by VG
Life Sciences, Inc.


 


 


	August 28, 2014	 	$50,000.00
	 	 	 
	 	 	$ ____________
	Date: ____________	 	 
	 	 	 
	 	 	$ ____________
	Date: ____________	 	 
	 	 	 
	 	 	$ ____________
	Date: ____________	 	 
	 	 	 
	 	 	$ ____________
	Date: ____________	 	 


 


 


 


 


 


 


 






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EXHIBIT B


 


WARRANT TO PURCHASE
STOCK


 


 


Company: VG Life Sciences,
Inc.


Number of Shares: 200,000


Class of Stock: Common


Initial Exercise Price Per Share: $0.85


Issue
Date: August 27, 2014


 


 


THIS
WARRANT CERTIFIES THAT, for the agreed upon value of $1.00 and for other good and valuable consideration, MedBridge Development,
LLC, a California limited liability company ("Holder") is entitled to purchase the number of fully paid and nonassessable
shares of the class of securities (the "Shares") of VG Life Sciences, Inc. (the "Company'' or "VGLS")
at the initial exercise price per Share (the "Warrant Price") all as set forth above and as adjusted pursuant to Article
2 of this Warrant, subject to the provisions and upon the terms and conditions set forth of this Warrant.


 


ARTICLE
1. EXERCISE


 


1.1
Method of Exercise. Holder may exercise this Warrant by delivering a duly executed Notice of Exercise in substantially
the form attached as Appendix 1 to the principal office of the Company. Unless Holder is exercising the conversion right set forth
in Section 1.2, Holders shall also deliver to the Company a check for the aggregate Warrant Price for the Shares being purchased.


 


1.2
Conversion Right. In lieu of exercising this Warrant as specified in Section 1.1, Holder may from time to time convert
this Warrant, in whole or in part, into a number of Shares determined by dividing (a) the aggregate fair market value of the Shares
or other securities otherwise issuable upon exercise of this Warrant minus the aggregate Warrant Price of such Shares by (b) the
fair market value of one Share. The fair market value of the Shares shall be determined pursuant Section 1.4.


 


1.3
No Rights Shareholder. This Warrant does not entitle Holder to any voting rights as a shareholder of the company prior
to the exercise hereof.


 


1.4
Fair Market Value. For purposes of Section 1.2, if the Shares are traded in a public market, the fair market value of the
Shares shall be the closing price of the Shares (or the closing price of the Company's stock into which the Shares are convertible)
reported for the business day immediately before Holder delivers its Notice of Exercise to the Company. If the Shares are not
traded in a public market, the Board of Directors of the Company shall determine fair market value in its reasonable good faith
judgment. The foregoing notwithstanding, if Holder advises the Board of Directors in writing that Holder disagrees with such determination,
then the Company and Holder shall promptly agree upon a reputable investment banking or public accounting firm to undertake such
valuation. If the valuation of such investment banking firm is greater than that determined by the Board of Directors, then all
fees and expenses of such investment banking firm shall be paid by the company. In all
other circumstances, such fees and expenses shall be paid by Holder.


 


 






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1.5
Delivery of Certificate and New Warrant. Promptly after Holder exercises or converts this Warrant, the Company shall deliver
to Holder certificates for the Shares acquired and, if this Warrant has not been fully exercised or converted and has not been
fully exercised or converted and has not expired, a new Warrant representing the Shares not so acquired.


 


1.6
Replacement of Warrants. On receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction
or mutilation of this Warrant and, in the case of loss, theft or destruction, on delivery of an indemnity agreement reasonably
satisfactory in form and amount to the Company or, in the case of mutilation, or surrender and cancellation of this Warrant, the
Company at its expense shall execute and deliver, in lieu of this Warrant, a new warrant of like tenor.


 


1.7
Repurchase on Sale, Merger, or Consolidation of the Company


 


1.7.1
"Acquisition" For the purpose of this Warrant, "Acquisition" means (a) the closing of the sale, transfer
or other disposition of all or substantially all of the VGLS's assets, (b) the consummation of the merger or consolidation of
VGLS with or into another entity (except a merger or consolidation in which the holders of capital stock of VGLS immediately prior
to such merger or consolidation continue to hold at least fifty percent (50%) of the voting power of the capital stock of VGLS
or the surviving or acquiring entity), or any transaction or series of transactions to which VGLS is a party in which in excess
of fifty percent (50%) ofVGLS's voting power is transferred, or (c) the exclusive license of all or substantially all of the intellectual
property of VGLS to a third party.


 


1.7.2
Assumption of Warrant. Upon the closing of any Acquisition the successor entity shall assume the obligations of this Warrant,
and this Warrant shall be exercisable for the same securities, cash, and property as would be payable for the Shares issuable
upon exercise of the unexercised portion of this Warrant as if such Shares were outstanding on the record date for the Acquisition
and subsequent closing. The Warrant Price shall be adjusted accordingly.


 


1.7.3
Purchase Right. Notwithstanding the foregoing, at the election of Holder, the Company shall purchase the unexercised portion
of this Warrant for cash upon the closing of any Acquisition for an amount equal to (a) the fair market value of any consideration
that would have been received by Holder in consideration of the Shares had Holder exercised the unexercised portion of this Warrant
immediately before the record date for determining the shareholders entitled to participate in the proceeds of the Acquisition,
less (b) the aggregate Warrant Price of the Shares, but in no event less than zero.


 


ARTICLE
2. ADJUSTMENTS TO THE SHARES.


 


2.1
Stock Dividends, Splits, Etc. If the Company declares or pays a dividend on its common stock ( or the Shares if the Shares
are securities other than common stock ) payable in common stock, or other securities, subdivides the outstanding common stock
into a greater amount of common stock, or, if the Shares are securities other than common stock, subdivides the Shares in a transaction
that increases the amount of common stock into which the Shares are convertible, then upon exercise of this Warrant, for each
Share acquired, Holder shall receive, without cost to Holder, the total number and kind of securities to which Holder would have
been entitled had Holder owned the Shares of record as of the date the dividend or subdivision occurred.


 


 






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2.2
Reclassification. Exchange or Substitution. Upon any reclassification, exchange, substitution, or other event that results
in a change of the number and/or class of the securities issuable upon exercise or conversion of this Warrant, Holder shall be
entitled to receive, upon exercise or conversion of this Warrant, the number and kind of securities and property that Holder would
have received for the shares if this Warrant had been exercised immediately before such reclassification, exchange, substitution,
or other event. Such an event shall include any automatic conversion of the outstanding or issuable securities of the Company
of the same class or series as the Shares to common stock pursuant to the terms of the Company's Certificate of Incorporation
upon the closing of a registered public offering of the Company's common stock. The Company or its successor shall promptly issue
to Holder a new Warrant for such new securities or other property. The new adjustments provided for in this Article 2 including,
without limitation, adjustments to the Warrant Price and to the number of securities or property issuable upon exercise of the
new Warrant. The provisions of this Section 2.2 shall similarly apply to successive reclassifications, exchanges, substitutions,
or other events.


 


2.3
Adjustments for Combinations. Etc. If the outstanding Shares are combined or consolidated, by reclassification or otherwise,
into a lesser number of shares, the Warrant price shall be proportionately increased.


 


2.4
Adjustments for Diluting Issuances. The number of shares of common stock issuable upon conversion of the Shares, shall
be subject to adjustment, from time to time in the manner set forth in the Company's Certificate of Incorporation with respect
to issuance of securities for a price lower than certain prices specified in the Certificate of Incorporation.


 


2.5
No Impairment. The Company shall not, by amendment of its Certificate of Incorporation or through a reorganization, transfer
of assets, consolidation, merger, dissolution, issue, or sale of securities or any other voluntary action, avoid or seek to avoid
the observance or performance of any of the terms to be observed or performed under this Warrant by the Company, but shall at
all times in good faith assist in carrying out of all the provisions of this Article 2 and in taking all such action as may be
necessary or appropriate to protect Holder's rights under this Article against impairment. If the Company takes any action affecting
the Shares or its common stock other than as described above that adversely affects Holder's rights under this Warrant, the Warrant
Price shall be adjusted downward and the number of Shares issuable upon exercise of this Warrant shall be adjusted upward in such
a manner that the aggregate Warrant price of this Warrant is unchanged.


 


 


 






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2.6
Fractional Shares. No fractional Shares shall be issuable upon exercise or conversion of the Warrant and the number of
Shares to be issued shall be rounded down to the nearest whole Share. If a fractional share interest arises upon any exercise
or conversion of the Warrant, the Company shall eliminate such fractional share interest by paying Holder amount computed by multiplying
the fractional interest by the fair market value of a full Share.


 


2.7
Certificate as to Adjustments. Upon each adjustment of the Warrant Price, the Company at its expense shall promptly compute
such adjustment, and furnish Holder with a certificate of its Chief Financial officer setting forth such adjustment and the facts
upon which such adjustment is based. The Company shall, upon written request, furnish Holder a certificate setting forth the Warrant
price in effect upon the date thereof and the series of adjustments leading to such Warrant Price.


 


ARTICLE
3. REPRESENTATIONS AND COVENANTS OF THE COMPANY.


 


3.1
Representations and Warranties. The Company hereby represents and warrants to the Holder that all Shares which may be issued
upon the exercise of the purchase right represented by this Warrant and all securities, if any, issuable upon conversion of the
Shares, shall, upon issuance, be duly authorized, validly issued, fully paid and nonassessable, and free of any liens and encumbrances
except for restrictions on transfer provided for herein or under applicable federal and state securities laws.


 


3.2
Notice of Certain Events. If the company proposes at any time (a) to declare any dividend or distribution upon its common
stock, whether in cash, property, stock or other securities and whether or not a regular cash dividend; (b) to offer for subscription
pro rata to the holders of any class or series or other rights; (c) to effect any reclassification or recapitalization of common
stock; (d) to merge or consolidate with or into any other corporation, or sell, lease, license, or convey all or substantially
all of its assets, or to liquidate, dissolve or wind up; or (e) offer holders of registration rights the opportunity to participate
in an underwritten public offering of the company's securities for cash, then, in connection with each such event, the Company
shall give Holder (I) at least 20 days prior written notice of the date on which a record will be taken for such dividend, distribution
or subscription rights (and specifying the date on which the holders of common stock will be entitled thereto) or for determining
rights to vote, if any, in respect of the matters referred to in (c) and (d) above; 2 in the case of the matters referred to in
(c) and (d) above at least 20 days prior written notice of the date when the same will take place (and specifying the date on
which the holders of common stock will be entitled to exchange their common stock for securities or other property deliverable
upon the occurrence of such event); and (3) in the case of the matter referred to in (e) above, the same notice as is given to
the holders of such registration rights.


 


3.3
Information Rights. So long as the Holder holds this Warrant and /or any of the Shares, the Company shall deliver to the
Holder (a) promptly after mailing, copies of all notices or other written communications to the shareholders of the Company, (b)
within ninety (90) days after the end of each fiscal year of the Company, the annual financial statements of the Company.


 


 






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3.4
Registration Under Securities Act of 1933. as amended. The Company agrees that the Shares shall be subject to the registration
rights granted to any other holders of the Company's common stock.


 


ARTICLE
4. MISCELLANEOUS.


 


4.1
Term. This Warrant is exercisable, in whole or in part, at any time and from time to time on or after the fourth anniversary
of the Issue Date hereof and up to and including the fifth anniversary of the Issue Date.


 


4.2 Legends. This Warrant and
the Shares (and the securities issuable, directly or indirectly, upon conversion of the Shares, if any) shall be imprinted with
a legend in substantially the following form:


 


 


THIS SECURITY HAS NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE
REGISTRATION THEREOF UNDER SUCH ACT OR PURSUANT TO RULE 144 OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE CORPORATION
AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED.


 


4.3
Compliance with Securities Laws on Transfer. This Warrant and the Shares issuable upon exercise this Warrant (and the securities
issuable , directly or indirectly, upon conversion of the shares, if any) may not be transferred or assigned in whole or in part
without compliance with limitation, the delivery of investment representation letters and legal opinions reasonably satisfactory
to the Company, as reasonable requested by the Company). The Company shall not require Holder to provide an opinion of counsel
if the transfer is to an affiliate of Holder or if there is no material question as to the availability of current information
as referenced in rule 144(c), Holder represents that it has complied with Rule 144(d) and (e) in reasonable detail, the selling
broker represents that it has complied with Rule 144(f), and the Company is provided with a copy of Holder's notice of proposed
sale.


 


4.4
Transfer Procedure. Subject to the provisions of Section 4.2, Holder may transfer all or part of this Warrant or the Shares
issuable upon exercise of this Warrant (or the securities issuable, directly or indirectly, upon conversion of the Shares, if
any) by giving the Company notice of the portion of the Warrant being transferred setting forth the name, address and taxpayer
identification number of the transferee and surrendering this Warrant to the company for reissuance to the transferee(s) (and
Holder if applicable).


 


4.5
Notices. All notices and other communications from the Company to the Holder, or vice versa, shall be deemed delivered
and effective when given personally or mailed by first class registered or certified mail, postage prepaid, at such address as
may have been furnished to the Company or the Holder, as the case my be, in writing by the Company or such holder from time to
time.


 






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4.6
Waiver. This Warrant and any term hereof may be changed, waived, discharged or terminated only by an instrument in writing signed
by the party against which enforcement of such change, waiver, discharge or termination is sought.


 


4.7
Attorneys Fees. In the event of any dispute between the parties concerning the terms
and provisions of this Warrant , the party prevailing in such dispute shall be entitled to collect from the other party all costs
incurred in such dispute, including reasonable attorney's fees.


 


4.8 Governing Law. This Warrant shall be governed by and
construed in accordance with the laws of the State of California, without giving effect to its principles regarding conflicts
of law.


 


 


 


/s/
John P. Tynan                           


John
P. Tynan (Aug 29, 2014)


By:
John Tynan


Title: CEO


 


 


 






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APPENDIX 1


 


NOTICE OF EXERCISE


 


 


1. The undersigned
hereby elects to convert the attached Warrant into in the manner specified in the Warrant. This conversion is exercised with respect
to _________________ of the Shares covered by the Warrant.


 


2. Please issue a certificate or certificates representing said
shares in the name of the undersigned or in such other name as is specified below:


 


________________________________


(Name)


 


________________________________


 


________________________________


(Address)


 


 


3. The
undersigned represents it is acquiring the shares solely for its own account and not as a nominee for any other party and not with
a view toward the resale or distribution thereof except in compliance with applicable securities laws.


 


 


	 	 	 
	(Date)	 	(Signature)




 


 


 


 






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