Exhibit 10.180


 


VG LIFE SCIENCES,
INC.


CONVERTIBLE PROMISSORY NOTE


 


 


THIS
CONVERTIBLE PROMISSORY NOTE (“Note”) is issued as of May 14, 2015 (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 Hock Tiam Tay, or registered assigns (the “Holder”), the principal sum of
Fifty Thousand Dollars ($50,000.00), on or before May 13, 2017 (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 May 14, 2015. 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.


 






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Section
3.          Optional Conversion.


 


(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, in four equal tranches (25% each) on
the following dates: August 14, 2016, November 14, 2016, February 14, 2017, and May 13, 2017. 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 January 12, 2015 and ending February 11, 2015, 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.


 






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(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.


 


(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 of VG 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.


 






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Section 5.          Payment of Principal and Redemption.


 


(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).


 






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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.


 


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


Name: John P. Tynan


Title: President & 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:









  






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