Replies to post #2986 on VG Life Sciences Inc. (VGLS)

[jurisper]

Not sure - it's pretty flaky drafting.

The body says that the only change to the original debenture http://www.sec.gov/Archives/edgar/data/1091326/000101968714002510/vglife-ex1028.htm is to replace the tranches and their due dates in Sec 3 by the stuff in Sched B.

"Except as expressly amended hereby, the Agreement shall remain in full force and effect in accordance with its terms."

But Sec 3 of the original debenture set out the amounts VG had to pay T&T on particular dates, in either cash or shares, with various default provisions if they failed to do so.

Very unclear to me how Sched B is supposed to fit with that. If I had to guess at the intent, I'd say:

- Term extended to 2020 for the whole remaining $862K.
- T&T can convert at VWAP whenever they like.
- If the VWAP is above $1/$2 at the end of a quarter, then they *have* to convert at least the amounts given in Sched B.
- Anything left at start 2020 converts at VWAP.

This seems consistent with the narrative in the body of the Form 10: eg

"Thereafter, as a result of DMBM, Inc.’s failure to perform beyond payment of $37,500, we entered into a debt settlement modification agreement with T&T and issued to them a convertible debenture in the amount of $862,500, maturing January 1, 2020 and bearing interest at 0.35% per annum. This note is generally convertible at the 15 day VWAP prior to conversion." (p68)

But just a guess.

Note that there's also an Ex 10.34 which appears to be exactly the same amendment with the same effective date as this Ex 10.102 you point to - very strange.