AMENDMENT

EX-10.152 3 vglife_s1a-ex10152.htm AMENDMENT TO REGISTRATION RIGHTS AGREEMENT

Exhibit 10.152

 

AMENDMENT

 

This Amendment ("Amendment") to the Registration Rights Agreement dated March 28, 2014 (the "Investment Agreement") between Dutchess Opportunity Fund, II, LP ("Dutchess") and VG Life Sciences, Inc., (the "Company") is made this 9th day of May, 2014.

 

WHEREAS, it is in the best interest of both parties to facilitate (the "Facilitation") the amendments in connection with the Investment Agreement.

 

NOW, THEREFORE, in consideration of the premises and mutual covenants and agreements set forth herein and in reliance upon the representations and warranties contained herein, the parties hereto covenant and agree as follows:

 

1. Amendment to the Registration Rights Agreement.

 

a.The Registration Rights Agreement is hereby amended to DELETE in its entirety Section 2 (a) and contemporaneously the Registration Rights Agreement is hereby amended to INSERT the following paragraph as the amended Section 2 (c):

 

(a)Subject to Section 3(g), the Company shall, by August 31, 2014, 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.

 

2.No other terms, rights or provisions of the Registration Rights Agreement are or should be considered to have been modified by the terms of this Amendment and each party retains all other rights, obligations, privileges and duties contained in Registration Rights Agreement that correspond respectively to the Registration Rights Agreement including but not limited to the Investment Agreement between the Company and Dutchess.

 

Agreed and Accepted, and duly authorized to sign, on this 9th day of May, 2014

 

 

By Dutchess: /s/ Douglas H. Leighton  
  Douglas H. Leighton, Managing Director  
     
     
     
By Company: /s/ John Tynan  
  John Tynan, President and Chief Executive Officer