[EXHIBIT 10.21]
[To be reprinted on Company letterhead]
March __, 2005
____________________
____________________
____________________
____________________
Ladies and Gentlemen:
Med Gen, Inc., a Nevada corporation (the "Company"),
and certain investors (the "Investors") have entered into a
Securities Purchase Agreement dated as of March 30, 2005 (the
"Agreement") providing for the issuance of 8% Callable Secured
Convertible Notes in the aggregate principal amount of $1,540,000
(the "Notes") and warrants to purchase an aggregate of 1,540,000
shares of the Company's Common Stock (the "Warrants"), for the
aggregate consideration of $1,540,000.
You are hereby irrevocably authorized and instructed to
reserve a sufficient number of shares of Common Stock (initially,
93,500,000 shares) of the Company for issuance upon full
conversion of the Notes and exercise of the Warrants in
accordance with the respective terms thereof. You are hereby
further irrevocably authorized and directed to issue the shares
of Common Stock so reserved upon your receipt from the Company of
a notice of conversion ("Notice of Conversion") or exercise
agreement ("Exercise Agreement") duly executed by an Investor in
accordance with the terms of such notices and agreements and the
Notes and Warrants, as applicable.
A copy of a Form of Note and Form of Warrant is
attached hereto. You should familiarize yourself with your
issuance and delivery obligations, as Transfer Agent, contained
therein. The shares to be issued are to be registered in the
names of the registered holder of the securities submitted for
conversion or exercise.
So long as you have previously received confirmation
from the Company that the shares have been registered under the
1933 Act or otherwise may be sold pursuant to Rule 144 without
any restriction as to the number of securities as of a particular
date that can then be immediately sold, such shares should be
transferred, at the option of the holder of the Notes or Warrants
as specified in the Notice of Conversion or Exercise Agreement,
as applicable, either (i) electronically by crediting the account
of a Prime Broker with the Depository Trust Company through its
Deposit Withdrawal Agent Commission system or (ii) in
certificated form without any legend which would restrict the
transfer of the shares, and you should remove all stop-transfer
instructions relating to such shares. Until such time as you are
advised by Company counsel that the shares have been registered
under the 1933 Act or otherwise may be sold pursuant to Rule 144
without any restriction as to the number of securities as of a
particular date that can then be immediately sold, you are hereby
instructed to place the following legends on the certificates:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED. THE SECURITIES MAY NOT BE SOLD, TRANSFERRED
OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
STATEMENT FOR THE SECURITIES UNDER SAID ACT, OR AN
OPINION OF COUNSEL IN FORM, SUBSTANCE AND SCOPE
CUSTOMARY FOR OPINIONS OF COUNSEL IN COMPARABLE
TRANSACTIONS, THAT REGISTRATION IS NOT REQUIRED OR
UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT.
The legend set forth above shall be removed and you are
instructed to issue a certificate without such legend to the
holder of any shares upon which it is stamped, if, unless
otherwise required by applicable state securities laws, (a) such
shares are registered for sale under an effective registration
statement filed under the 1933 Act or otherwise may be sold
pursuant to Rule 144 without any restriction as to the number of
securities as of a particular date that can then be immediately
sold, (b) such holder provides the Company with an opinion of
counsel, in form, substance and scope customary for opinions of
counsel in comparable transactions, to the effect that a public
sale or transfer of such security may be made without
registration under the 1933 Act and such sale or transfer is
effected or (c) such holder provides the Company with reasonable
assurances that such shares can be sold pursuant to Rule 144.
The Investors are intended to be and are third party
beneficiaries hereof, and no amendment or modification to the
instructions set forth herein may be made without the consent of
such Investors.
Very truly yours,
MED GEN, INC.
Xxxx X. Xxxxxxx
Chairman and Chief Executive
Officer
Acknowledged:
______________________________
Transfer Agent
2
