Common use of Purchase and Sale of Note Clause in Contracts

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 at least One Hundred Thousand Dollars ($100,000) and up to a maximum of Two Hundred Fifty Thousand Dollars ($250,000) 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 One Hundred Thousand ($100,000) in cash at the Closing, but shall be entitled to purchase any amount in cash up to an aggregate of $250,000, such additional payments to be made no later than July 9, 2015. A separate Note will be issued to Investor immediately upon tender of additional amounts as contemplated herein. 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 May 7, 2014 and ending on July 7, 2014 (the “Period”), minus a ten percent (10%) discount (the “Price”). The Note will be convertible into Shares in four equal tranches (25% each) on the following dates 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 July 8, 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 July 9, 2016. In addition, in consideration of the execution of this Agreement, upon the advance of $100,000, the Company shall issue to Investor 50,000 shares of the Company’s Series B Preferred Stock.

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 at least One Hundred Thousand Dollars ($100,000) and up to a maximum of Two Hundred Fifty Thousand Dollars ($250,00050,000) 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 One Hundred Fifty Thousand ($100,00050,000) in cash at the Closing, but shall be entitled to purchase any amount in cash up to an aggregate of $250,000, such additional payments to be made no later than July 9, 2015. A separate Note will be issued to Investor immediately upon tender of additional amounts as contemplated herein. 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-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 May 7July 28, 2014 and ending on July 7August 26, 2014 (the “"Period”"), minus a ten percent (10%) discount (the “"Price”"). The 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 following dates 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 July 8August 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 July 9August 26, 2016. In addition, in consideration of the execution of this Agreement, upon the advance of $100,000, the Company shall issue to Investor 50,000 shares of the Company’s Series B Preferred Stock.

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 at least Fifty Thousand Dollars ($50,000) and up to a maximum of One Hundred Thousand Dollars ($100,000) and up to a maximum of Two Hundred Fifty Thousand Dollars ($250,000) 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 One Hundred Fifty Thousand ($100,00050,000) in cash at the Closing, but shall be entitled to purchase any amount in cash up to an aggregate of $250,000100,000, such additional payments to be made no later than July 9May 13, 20152016. A separate Note will be issued to Investor immediately upon tender of additional amounts as contemplated herein. 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-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 May 7January 12, 2014 2015 and ending on July 7February 11, 2014 2015 (the “Period”), minus a ten percent (10%) discount (discount. Investor may not convert for one year after the “Price”)date of the investment. The Then the Note will be convertible into Shares in four equal tranches (25% each) on the following dates 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 July 8May 13, 2016 2017 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 July 9May 13, 2016. In addition, in consideration of the execution of this Agreement, upon the advance of $100,000, the Company shall issue to Investor 50,000 shares of the Company’s Series B Preferred Stock2017.

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 at least One Hundred Fifty Thousand Dollars ($100,00050,000) and up to a maximum of Two One Hundred Fifty Thousand Dollars ($250,000150,000) 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 One Hundred Fifty Thousand ($100,00050,000) in cash at the Closing, but shall be entitled to purchase any amount in cash up to an aggregate of $250,000150,000, such additional payments to be made no later than July 9August 21, 2015. A separate Note will be issued to Investor immediately upon tender of additional amounts as contemplated herein. 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-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 May 7July 23, 2014 and ending on July 7August 21, 2014 (the “Period”), minus a ten percent (10%) discount (the “Price”). The Investor may not convert for one year after the data of the investment. Then the Note will be convertible into Shares in four equal tranches (25% each) on the following dates 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 July 8August 21, 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 July 9August 21, 2016. In addition, in consideration of the execution of this Agreement, upon the advance of $100,000, the Company shall issue to Investor 50,000 shares of the Company’s Series B Preferred Stock.