0000943440-10-000229 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • April 2nd, 2010 • Med Gen Inc • Pharmaceutical preparations • New York

REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 10, 2010, by and among Med Gen, Inc., a Nevada corporation with its headquarters located at 7280 W. Palmetto Park Road, Suite 306, Boca Raton, FL 33433 (the “Company”), and each of the undersigned (together with their respective affiliates and any assignee or transferee of all of their respective rights hereunder, the “Initial Investors”).

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SECURITY AGREEMENT
Security Agreement • April 2nd, 2010 • Med Gen Inc • Pharmaceutical preparations • New York

SECURITY AGREEMENT (this “Agreement”), dated as of February 10, 2010, by and among Med Gen, Inc., a Nevada corporation (“Parent”) and NorthStar Business & Property Brokers, Inc., a Delaware corporation (the “Subsidiary”)(hereinafter the Parent and the Subsidiary shall collectively be referred to as the “Company”) and the secured parties signatory hereto and their respective endorsees, transferees and assigns (collectively, the “Secured Party”).

INTELLECTUAL PROPERTY SECURITY AGREEMENT
Intellectual Property Security Agreement • April 2nd, 2010 • Med Gen Inc • Pharmaceutical preparations • New York

INTELLECTUAL PROPERTY SECURITY AGREEMENT (this “Agreement”), dated as of February 10, 2010, by and among Med Gen, Inc., a Nevada corporation (“Parent”), NorthStar Business & Property Brokers, Inc., a Delaware corporation (the “Subsidiary”)(hereinafter the Parent and the Subsidiary shall collectively be referred to as the “Company”) and the secured parties signatory hereto and their respective endorsees, transferees and assigns (collectively, the “Secured Party”).

SUBSIDIARY GUARANTY
Subsidiary Guaranty • April 2nd, 2010 • Med Gen Inc • Pharmaceutical preparations • New York

THIS SUBSIDIARY GUARANTY (this “Subsidiary Guaranty”), dated as of February 10, 2010, among Med Gen, Inc., a Nevada corporation (the “Company”), and NorthStar Business & Property Brokers, Inc., a Delaware corporation (a “Subsidiary Guarantor”), for the benefit of the secured parties signatory hereto and their respective endorsees, transferees and assigns (individually a “Secured Party” and collectively, the “Secured Parties”).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • April 2nd, 2010 • Med Gen Inc • Pharmaceutical preparations • New York

SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of February 10, 2010, by and among Med Gen, Inc., a Nevada corporation, with headquarters located at 7284 W. Palmetto Park Road, Suite 207, Boca Raton, FL 33433 (the “Company”), and each of the purchasers set forth on the signature pages hereto (the “Buyers”).

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